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Future Market Networks Limited CIN: L45400MH2008PLC179914

Registered Offi ce: Knowledge House, Opp Shyam Nagar, Jogeshwari – Vikhroli Link Road, Jogeshwari East, Mumbai – 400060, Maharashtra, India Tel. No.: 022 – 6199 5237 � Fax No.: 022 – 6199 5054

Email Id: info.fmnl@futuregroup.in � Website: www.fmn.co.in

NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF FUTURE MARKET NETWORKS LIMITED CONVENED AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

Day : WednesdayDate : September 19, 2018Time : 1.00 P.M IST

Venue : Sunville Banquets 9, Dr. Annie Besant Road, Worli, Mumbai - 400018

POSTAL BALLOT AND E-VOTINGCommencing on 9.00 A.M. IST on August 18, 2018Ending on 5.00 P.M. IST on September 18, 2018

Sr. No. Contents Page No.1 Notice of the meeting of the equity shareholders of Future Market Networks Limited convened as per the

directions of National Company Law Tribunal, Mumbai Bench, in terms of the provisions of Sections 230-232 of the Companies Act, 2013 read with rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

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2 Explanatory Statement under Sections 230 (3), 232(1) and (2) and Section 102 of the Companies Act, 2013 read with rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

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3 Annexure 1Scheme of Merger by Absorption of Star Shopping Centres Private Limited (Transferor Company) by Future Market Networks Limited (Transferee Company) and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013

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4 Annexure 2Valuation Report dated January 30, 2018 issued by Deloitte Haskins & Sells, Chartered Accountants.

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5 Annexure 3Fairness Opinion Certifi cate dated January 30, 2018 and February 27, 2018 issued by Swastika Investmart Limited, a SEBI Registered Merchant Banker, providing its opinion on the fairness of the valuation as recommended by Deloitte Haskins & Sells, Chartered Accountants.

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6 Annexure 4Observation Letter dated May 9, 2018 issued by BSE Limited to Future Market Networks Limited.

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7 Annexure 5Observation Letter dated May 10, 2018 issued by National Stock Exchange of India Limited to Future Market Networks Limited.

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8 Annexure 6A and 6BComplaints Report dated March 22, 2018 submitted to BSE Limited and Complaints Report dated March 20, 2018 submitted to National Stock Exchange of India Limited by Future Market Networks Limited

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9 Annexure 7Report adopted by the Board of Directors of Future Market Networks Limited pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013

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10 Annexure 8Report adopted by the Board of Directors of Star Shopping Centres Private Limited pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013

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11 Annexure 9Audited fi nancial statement of Future Market Networks Limited for the year ended March 31, 2018 (Annexure 9A) and unaudited fi nancial statement along with limited review report for the Quarter Ended June 30, 2018 (Annexure 9B).

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12 Annexure 10Audited fi nancial statements of Star Shopping Centres Private Limited for the year ended March 31, 2018

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13 Annexure 11Abridged Prospectus for Star Shopping Centres Private Limited duly certifi ed by Swastika Investmart Limited, a SEBI Registered Merchant Banker.

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14 Proxy Form 15715 Attendance slip 15916 Postal Ballot Form with instructions and Business Reply Envelope Loose leaf

insertion

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH

COMPANY SCHEME APPLICATION No. 237 of 2018

In the matter of Companies Act, 2013; And

In the matter of the Scheme of Merger by Absorption of Star Shopping Centres Private Limited (referred to as the ‘Transferor Company’) by Future Market Networks Limited (referred to as the ‘Applicant Company’ / ‘Transferee Company’) and their respective shareholders.

AndIn the matter of Sections 230 to Section 232 read with Section 52 and Section 66 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013.

Future Market Networks Limited, a listed company incorporated under the provisions of the Companies Act, 1956 having CIN L45400MH2008PLC179914 and its registered offi ce at Knowledge House, Opp Shyam Nagar, Jogeshwari – Vikhroli Link Road, Jogeshwari East, Mumbai – 400060, Maharashtra.

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…. Applicant Company / Transferee Company

FORM NO. CAA. 2[Pursuant to section 230 (3) and rules 6 and 7)] Company Scheme Application No. 237 of 2018

Future Market Networks Limited …. Applicant Company / Transferee Company

NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF FUTURE MARKET NETWORKS LIMITED CONVENED AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

NOTICE PURSUANT TO SECTION 110 AND SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 AND REGULATION 44 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF FROM TIME TO TIME

To,The Equity Shareholders of Future Market Networks Limited

NOTICE is hereby given that by an order dated August 3, 2018, (“the Order”) in the above mentioned Company Scheme Application No. 237(MAH) of 2018, the Mumbai Bench of National Company Law Tribunal (“NCLT” / “TRIBUNAL”) has directed that a meeting to be held of the equity shareholders of Future Market Networks Limited (“Applicant Company”), for the purpose of considering and if thought fi t, approving with or without modifi cation, the arrangement proposed in the matter of Scheme of Merger by Absorption of Star Shopping Centres Private Limited by Future Market Networks Limited and their respective shareholders and creditors, pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 (“Act”) and any other applicable provisions of the Act (including any statutory modifi cation(s) or re-enactment thereof, for the time being in force) (“Scheme”).

In pursuance of the said Order and as directed therein, further notice is hereby given that a meeting of the equity shareholders of the Applicant Company will be held at Sunville Banquets 9, Dr. Annie Besant Road, Worli, Mumbai – 400018 on September 19, 2018 at 01.00 P.M. IST at which place, date and time, the said equity shareholders of the Applicant Company are requested to attend, to consider and, if thought fi t, approve with or without modifi cation(s), the following resolution under Sections 230 to 232 and other applicable provisions of the Act with requisite majority.

The NCLT has appointed Mr. Vijai Singh Dugar, Chairman of the Board of Directors of the Applicant Company as Chairman for the Tribunal Convened Meeting, failing him, Mr. Rajesh Kalyani, Director of the Applicant Company as the alternate Chairman of the said Tribunal Convened Meeting. The above mentioned Scheme, if approved at the Tribunal Convened Meeting, will be subject to the subsequent approval of the NCLT.

TAKE NOTICE that the following resolutions are proposed under Section 230(3) of the Act (including any statutory modifi cation(s) or re-enactment thereof for the time being in force) and the provisions of the Memorandum of Association and Articles of Association of the Applicant Company, for the purpose of considering, and if thought fi t, approving with or without modifi cation, the Scheme:

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 and any other applicable provisions of the Companies Act, 2013, (including any statutory modifi cation(s) or re-enactment thereof, for the time being in force) or Companies Act, 1956, as applicable, the rules, circulars and notifi cations made thereunder as may be applicable, Explanation 5 to section 2(19AA) of the Income Tax Act, 1961 and other relevant provisions of the Income Tax Act, 1961, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 issued by the Securities and Exchange Board of India read with the observation letters issued by BSE Limited dated May 9, 2018 and by National Stock Exchange of India Limited dated May 10, 2018 and relevant provisions of other applicable laws, enabling provisions in the Memorandum and Articles of Association of Future Market Networks Limited (“the Company” or “FMNL” or “Applicant Company” or “Transferee Company”) and

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subject to the requisite approval of the Mumbai Bench of the National Company Law Tribunal (‘Tribunal’), and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary, and subject to such conditions and modifi cations as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of Future Market Networks Limited (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board to exercise its powers including the powers conferred by this resolution), the proposed amalgamation embodied in the Scheme of Merger by Absorption of Star Shopping Centres Private Limited by Future Market Networks Limited and their respective shareholders (“Scheme”) placed before this meeting and initialed by the Company Secretary for the purpose of identifi cation, be and is hereby approved with or without modifi cation(s) and with conditions, if any, which may be required and/or imposed and/or permitted by the Mumbai Bench of the National Company Law Tribunal while sanctioning the Scheme and/or by any governmental authority.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution and for removal of any diffi culties or doubts, the Board, be and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper, and to settle any questions or diffi culties or doubts that may arise, including passing of such accounting entries and /or making such adjustments in the books of accounts as considered necessary to give effect to the above resolution, settling of any questions or diffi culties arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith, or to review the position relating to the satisfaction of various conditions of the Scheme and if necessary, to waive any of those, and to do all acts, deeds and things as may be necessary, desirable or expedient for bringing the Scheme into effect or to carry out such modifi cation(s)/direction(s) as may be required and/or imposed and/or permitted by the Mumbai Bench of the National Company Law Tribunal while sanctioning the Scheme, or by any governmental authorities, or to approve withdrawal (and where applicable, re-fi ling) of the Scheme at any stage for any reason including in case any changes and/or modifi cations are suggested/required to be made in the Scheme or any condition suggested, required or imposed, whether by any shareholder, creditor, Securities and Exchange Board of India, the National Company Law Tribunal, and/or any other authority, are in its view not acceptable to FMNL and/or if the Scheme cannot be implemented otherwise, and to do all such acts, deeds and things as it may deem necessary and desirable in connection therewith and incidental thereto.”

TAKE FURTHER NOTICE that you may attend and vote at the said meeting in person or by proxy provided that a proxy in the prescribed form, duly signed by you or your authorised representative, is deposited at the registered offi ce of the Applicant Company at Knowledge House, Opp Shyam Nagar, Jogeshwari – Vikhroli Link Road, Jogeshwari East, Mumbai – 400060, Maharashtra., not later than 48 (forty eight) hours before the time fi xed for the aforesaid meeting.

A copy of the Explanatory Statement under Section 230(3) and Section 102 of the Act, read with Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Merger Rules”) along with copy of the Scheme and other annexures including Proxy Form, Attendance Slip and Postal Ballot Form are enclosed herewith.

Further, please note that in compliance with the Order and provisions of Section 230(4) read with Section 110 of the Act, read with Rule 22 and other applicable provisions of the Companies (Management and Administration) Rules, 2014 and in accordance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Paragraph 9 of Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, as amended by Circular No. CFD/DIL3/CIR/2018/2 dated January 3, 2018, both issued by the Securities and Exchange Board of India (“SEBI Scheme Circular”), the Applicant Company has provided the facility of voting by postal ballot as well as remote e-voting so as to enable the equity shareholders to consider and if thought fi t, approve the Scheme. Detailed instructions for remote e-voting are set out in the accompanying notes.

Accordingly, the Applicant Company shall be providing its shareholders the option to vote on the Scheme by way of: (i) postal ballot; (ii) remote e-voting; or (iii) voting at the venue of the Meeting to be held on September 19, 2018.

You are requested to read carefully the instructions printed overleaf of the Postal Ballot Form and return the Postal Ballot Form duly completed in the enclosed self-addressed, postage pre-paid envelope so as to reach the Scrutinizer on or before the close of working hours on of September 18, 2018. The Postal Ballot Forms received after this date will be considered invalid. The Scrutinizer will submit his report to the Chairman of the Company or such other person authorized by him on the completion of the scrutiny.

The results of the Postal Ballot / e- voting shall be announced by the Chairman or any Director of the Company on or before September 20, 2018 at the Registered Offi ce of the Company at Knowledge House, Opp Shyam Nagar, Jogeshwari – Vikhroli Link Road, Jogeshwari East, Mumbai – 400060, Maharashtra, India and result of the voting will be displayed on company’s website www.fmn.co.in.

In terms of Section 230 to 232 of the Act, the Scheme shall be considered as approved by the equity shareholders if the resolution mentioned in the Notice have been approved by majority in number representing three-fourth of the value of the equity shareholding, voting in person, by proxy, through postal ballot or through electronic means.

Dated August 3, 2018Mumbai

Registered Offi ce:Future Market Networks LimitedCIN L45400MH2008PLC179914 Knowledge House, Opp Shyam Nagar, Off: Jogeshwari – Vikhroli Link Road, Jogeshwari East, Mumbai – 400060, Maharashtra

Sd/-Vijai Singh Dugar

DIN: 06463399Chairman appointed for the Meeting

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Notes:

1. ONLY REGISTERED EQUITY SHAREHOLDERS OF THE APPLICANT COMPANY MAY ATTEND AND VOTE (EITHER IN PERSON OR BY PROXY) AT THE TRIBUNAL CONVENED MEETING. AN EQUITY SHAREHOLDER ENTITLED TO ATTEND AND VOTE AT THE TRIBUNAL CONVENED MEETING IS ENTITLED TO APPOINT PROXY (IES) TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXIES NEED NOT BE EQUITY SHAREHOLDER OF THE APPLICANT COMPANY.

2. Proxy (ies), to be effective shall be in the prescribed form, duly fi lled, stamped, signed and deposited not less than 48 hours before the commencement of the Tribunal Convened Meeting at the Registered Offi ce of the Applicant Company. The form of proxy can be obtained free of charge from the registered offi ce of the Applicant Company or can be downloaded from the website of the Applicant Company.

3. Pursuant to the provisions of the Act and the rules thereunder, a person can act as proxy on behalf of equity shareholders not exceeding fi fty and holding in the aggregate not more than ten percent of the total share capital of the Applicant Company carrying voting rights. An equity shareholder holding more than ten per cent, of the total share capital of the Applicant Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or equity shareholder.

4. All alterations made in the form of proxy should be initialed.

5. A minor cannot be appointed as a proxy.

6. The proxy of an equity shareholder who is blind or incapable of writing will be accepted if such equity shareholder has attached his/her signature or mark thereto in presence of a witness who has signed the proxy form and added his/her description and address, provided that all insertions have been made by the witness at the request and in the presence of the equity shareholder before the witness attached his/her signature or mark.

7. The proxy of an equity shareholder who does not know English may be accepted if it is executed in the manner prescribed in note 6, and the witness certifi es that it was explained to the equity shareholder in the language known to him/her, and gives the equity shareholder’s name in English below the signature.

8. Shareholders are requested to hand over the enclosed Attendance Slip, duly signed in accordance with their specimen signature(s) registered with their respective Depositories or with the Applicant Company for admission to the meeting hall.

9. During the period beginning 24 (twenty four) hours before the time fi xed for the commencement of the meeting and ending with the conclusion of the meeting, an equity shareholder would be entitled to inspect the proxies lodged at any time during the business hours of the Applicant Company, provided that not less than 3 (three) days of notice in writing is given to the Applicant Company.

10. In case of joint holders attending the Tribunal Convened Meeting, only such joint holder whose name appears at the top in the hierarchy of names, in the register of members of the Applicant Company in respect of such joint holding, shall be entitled to vote.

11. The authorized representative of a body corporate which is an equity shareholder of the Applicant Company may attend and vote at the said Tribunal Convened Meeting provided a certifi ed true copy of the resolution of the board of directors or other governing body of the body corporate authorizing such representative to attend and vote at the said Meeting is deposited at the registered offi ce of the Applicant Company at least 48 (forty eight) hours before the time fi xed for the Meeting. Further, the authorized representative and any persons voting by proxy are requested to carry a copy of valid proof of identity at the Meeting.

12. The quorum of the Tribunal Convened Meeting of the equity shareholders of the Applicant Company shall be 30 (thirty) equity shareholders of the Applicant Company, present in person.

13. The Notice, together with the documents accompanying the same, is being sent to all the equity shareholders, by permitted mode, whose names appear in the register of members as on August 3, 2018 (cut-off date).

14. All documents referred to in the Notice and Explanatory Statement will be available for inspection at the Applicant Company’s Registered Offi ce between 10:00 A.M. IST to 1:00 P.M. IST on working days (except Saturdays, Sundays and Public Holidays) till the date of the Tribunal Convened Meeting.

15. In compliance with Section 108 of the Companies Act, 2013, read with the relevant rules of the Act and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in accordance with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Applicant Company has provided the facility to its equity shareholders to exercise their vote electronically through the electronic voting service facility provided by the National Securities Depository Limited (NSDL).

Equity shareholders desiring to exercise their vote by using the e-voting facility are requested to carefully follow the instructions in the Notes under the Section ‘Voting through electronic means’ in this Notice.

16. A postal ballot form along with self-addressed postage pre-paid envelope is also enclosed. Shareholders voting in postal ballot are requested to carefully read the instructions printed in the attached postal ballot form. Shareholders who have received the postal ballot notice by e-mail and who wish to vote through postal ballot form, can download the postal ballot form from the Applicant Company’s website (www.fmn.co.in) or seek duplicate postal ballot form from the Applicant Company or NSDL. Shareholders shall fi ll in the requisite details and send the duly completed and signed postal ballot form in the enclosed self-addressed postage pre-paid envelope to the Scrutinizer so as to reach the Scrutinizer before 5:00 P.M. IST on or before September 18, 2018. Any postal ballot form received after the said date and time period shall be treated as if the reply from the shareholder has not been received.

17. Incomplete, unsigned, improperly or incorrectly tick marked, defaced, torn, mutilated, over-written, wrongly-signed postal ballot forms will be rejected. There will be only 1 (one) postal ballot form for every registered folio/client ID irrespective of the number of joint holders.

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18. The postal ballot form should be completed and signed by the shareholder (as per specimen signature registered with the Applicant Company). In case, shares are jointly held, this form should be completed and signed by the fi rst named holder and, in his/her absence, by the next named holder. Holder(s) of Power of Attorney (“PoA”) on behalf of a shareholder may vote on the postal ballot mentioning the registration number of the PoA with the Applicant Company or enclosing a copy of the PoA authenticated by a notary. In case of shares held by companies, societies etc., the duly completed postal ballot form should be accompanied by a certifi ed copy of the board resolution/authorisation giving the requisite authority to the person voting on the postal ballot form.

19. The remote e-voting and postal ballot period commences on August 18, 2018 (at 9:00 a.m. IST) and ends on September 18, 2018, (at 5.00 P.M. IST). During this period, shareholders of the Applicant Company holding shares either in physical form or in dematerialized form, as on the cut-off date, i.e. August 3, 2018, may cast their vote by remote e-voting or postal ballot. The remote e-voting module shall be disabled by NSDL for voting on September 18, 2018 at 5.00 P.M. IST. Once the vote on the resolution is cast by a shareholder, he/she will not be allowed to change it subsequently.

20. Equity shareholders can opt for only one mode of voting i.e. either through remote e-voting or postal ballot form or voting at the Tribunal Convened Meeting. If a shareholder has opted for remote e-voting, then he/she should not vote by postal ballot form and vice versa. However, in case any shareholder casts his/her vote both via remote e-voting and postal ballot, then voting through remote e-voting shall prevail and voting done by postal ballot form shall be treated as invalid, notwithstanding whichever is cast fi rst. The vote on postal ballot cannot be exercised through proxy.

21. The equity shareholders attending the Tribunal Convened Meeting who have not already cast their vote by remote e-voting or postal ballot shall be able to exercise their vote at the Tribunal Convened Meeting. Shareholders who have cast their vote through remote e-voting or postal ballot prior to the Tribunal Convened Meeting may attend the Tribunal Convened Meeting but shall not cast their votes again. However, in case shareholders cast their vote both via remote e-voting or postal ballot and voting at the Tribunal Convened Meeting, then voting through remote e-voting or postal ballot shall prevail and voting done at the Tribunal Convened Meeting shall be treated as invalid.

22. The Notice convening the aforesaid Tribunal Convened Meeting will be published through advertisement in the Free Press Journal and Marathi translation thereof in Navshakti indicating the day, date, place and time of the Tribunal Convened Meeting and stating that the copies of the Scheme, the Explanatory Statement required to be furnished pursuant to Sections 230 to 232 of the Act and the form of proxy shall be provided free of charge at the Registered Offi ce of the Applicant Company.

23. The Tribunal vide its order dated August 3, 2018 has appointed Mr. Alwyn D’Souza, Practising Company Secretary (Membership No.: 5559; CP: 5137), in his absence Mr. Vijay Sonone, Practising Company Secretary (Membership No.: 7301; CP: 7991) and in his absence, Mr. Jay D’Souza, Company Secretary in Practice (Membership No.: 3058; CP: 6915) as the Scrutinizer for the Tribunal Convened Meeting to scrutinize votes cast either electronically or through postal ballot or at the Tribunal Convened Meeting in a fair and transparent manner.

24. The scrutinizer will submit a consolidated report to the Chairman of the Tribunal Convened Meeting after scrutinizing the voting made by shareholders, including Public Shareholders, of the Applicant Company through postal ballot, remote e-voting and voting at the Meeting. For this purpose, the term “Public” shall have the meaning assigned to it in Rule 2(d) of the Securities Contract (Regulations) Rules, 1957 and the term “Public Shareholders” shall be construed accordingly.

25. The results, together with scrutinizer’s report, will be announced on or before September 20, 2018 and will be placed on the website of the Applicant Company at www.fmn.co.in and on NSDL’s website at www.evoting.nsdl.com besides being communicated to the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (“BSE” and “NSE” together is referred as “Stock Exchanges”) where the shares of the Applicant Company are listed.

26. In accordance with the provisions of Sections 230 - 232 of the Companies Act, 2013, the Scheme shall be acted upon only if a majority of persons representing three fourth in value of the equity shareholders of the Applicant Company, voting in person or by proxy agree to the Scheme.

27. Any queries/grievances in relation to the voting by postal ballot or e-voting may be addressed to Mr. Anil Cherian, Company Secretary of the Applicant Company at 022-61995237 or through email at info.fmnl@futuregroup.in. Any query/grievance related to the e-voting may be addressed to National Securities Depository Limited, 4th Floor, A wing, Trade world, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai- 400 013. E-mail: evoting@nsdl.co.in Phone 1800-222-990.

28. Voting through Electronic Means

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company is pleased to provide E-voting facility to the Equity shareholders to cast their votes electronically on the resolution mentioned in the Notice convening the meeting of the equity shareholders of the company (NCLT convened Meeting). The facility of casting the votes by the members using an electronic voting system from a place other than venue of the NCLT convened Meeting (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).

II. The facility for voting through ballot paper shall be made available at the NCLT convened Meeting and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

III. The members who have cast their vote by remote e-voting prior to the NCLT Convened Meeting may also attend the NCLT Convened Meeting but shall not be entitled to cast their vote again.

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IV. The instructions for e-voting are as under:

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1 : Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2 : Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 are mentioned below:

How to Log-in to NSDL e-Voting website?

A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/Depository Participants(s)] :

i. Open the e-mail and also open PDF fi le namely “FMNL e-voting.pdf” with your Client ID or Folio No. as password. The said PDF fi le contains your user ID and password / PIN for remote e-voting. Please note that the password is an initial password. NOTE: Shareholders already registered with NSDL for e-voting will not receive the PDF fi le “remote e-voting.pdf”.

ii. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

iii. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.

iv. A new screen will open. You will have to enter your User ID, your Password and a Verifi cation Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

v. Your User ID details are given below:Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical

Your User ID is:

a) For Members who hold shares in demat account with NSDL.

Character DP ID followed by 8 Digit Client IDFor example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******.

b) For Members who hold shares in demat account with CDSL.

16 Digit Benefi ciary IDFor example if your Benefi ciary ID is 12************** then your user ID is 12**************

c) For Members holding shares in Physical Form.

EVEN Number followed by Folio Number registered with the Applicant CompanyFor example if folio number is 001*** and EVEN is 101456 then user ID is 101456001***

vii. Your password details are given below:

a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

b) If you are using NSDL e-Voting system for the fi rst time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need enter the ‘initial password’ and the system will force you to change your password.

c) How to retrieve your ‘initial password’?

i. If your email ID is registered in your demat account or with the Applicant Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf fi le. Open the .pdf fi le. The password to open the .pdf fi le is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf fi le contains your ‘User ID’ and your ‘initial password’.

ii. If your email ID is not registered, your ‘initial password’ is communicated to you on your postal address.

viii. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

ix. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

x. Now, you will have to click on “Login” button.

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xi. After you click on the “Login” button, Home page of e-Voting will open. Details on Step 2 is given below: How to cast your vote electronically on NSDL e-Voting system?

i. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

ii. After click on Active Voting Cycles, you will be able to see the “EVEN” of the company in which you are holding shares and whose voting cycle is in active status.

iii. Select “EVEN” of “Future Market Networks Limited”.iv. Now you are ready for e-Voting as the Voting page opens.v. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you

wish to cast your vote and click on “Submit” and also “Confi rm” when prompted. vi. Upon confi rmation, the message “Vote cast successfully” will be displayed. vii. You can also take the printout of the votes cast by you by clicking on the print option on the confi rmation page. viii. Once you have voted on the resolution, you will not be allowed to modify your vote.

V. If you are already registered with NSDL for e-voting then you can use your existing user ID and password/PIN for casting your vote.VI. You can also update your mobile number and e-mail id in the user profi le details of the folio which may be used for sending future

communication(s).VII. However if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for

casting vote. If you forget your password, you can reset your password by using “Forget User Details / Password” option available on www.evoting.nsdl.com or contact NSDL at the following toll free no: 1800-222-990.

VIII. The Chairman shall at the NCLT convened Meeting, at the end of discussion on the resolutions on which voting is to be held, allow voting, with the assistance of the scrutinizer, by use of “Ballot Paper” for all those members, who are present at the NCLT convened Meeting but have not cast their votes by availing the remote e-voting facility and Postal Ballot.

IX. The resolution shall be deemed to be passed on the date of the NCLT convened Meeting, subject to receipt of suffi cient votes through a compilation of voting results (i.e remote e-Voting and voting held at the NCLT convened Meeting)

X. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. August 3, 2018, may obtain the login ID and password by sending a request at evoting@nsdl.co.in

However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

XI. A person, whose name is recorded in the register of members or in the register of benefi cial owners maintained by the depositories as on the cut-off date i.e. August 3, 2018, only shall be entitled to avail the facility of remote e-voting as well as voting at the NCLT convened meeting through ballot paper.

XII. The Chairman shall, at the NCLT convened Meeting, at the end of discussion on the resolution on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “Ballot Paper” or “Poling Paper” for all those members who are present at the NCLT convened Meeting but have not cast their votes by availing the remote e-voting or postal ballot facility.

XIII. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.fmn.co.in and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the Stock Exchange(s).

29. General Guidelines for shareholders:i. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are advised to send scanned copy (PDF/JPG Format) of the

relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to alwyn.co@gmail.com with a copy marked to evoting@nsdl.co.in.

ii. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confi dential. Login to the e-voting website will be disabled upon fi ve unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

iii. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in

iv. You can also update your mobile number and e-mail id in the user profi le details of the folio which may be used for sending future communication(s).

Dated August 3, 2018Mumbai

Registered Offi ce:Future Market Networks LimitedCIN L45400MH2008PLC179914 Knowledge House, Opp Shyam Nagar, Off: Jogeshwari – Vikhroli Link Road, Jogeshwari East, Mumbai – 400060, Maharashtra

Sd/-Vijai Singh Dugar

DIN: 06463399Chairman appointed for the Meeting

8

EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1) AND (2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 20161. Pursuant to the order dated August 3, 2018, passed by Mumbai Bench of the National Company Law Tribunal (“NCLT” or “Tribunal”),

in Company Application No. 237 (MAH) of 2018 (“Order”), a meeting of the equity shareholders of Future Market Networks Limited (hereinafter referred to as the “Applicant Company” or the “Transferee Company” or “FMNL” or “Company”) is being convened and held at Sunville Banquets 9, Dr. Annie Besant Road, Worli, Mumbai - 400018 on Wednesday, the of September 19, 2018 at 1.00 P.M. IST (13.00 hours), for the purpose of considering, and if thought fi t, approving, with or without modifi cation(s), the proposed Scheme of Merger by Absorption of Star Shopping Centres Private Limited (hereinafter referred to as the “Transferor Company” or “SSCPL”) and by Future Market Networks Limited and their respective shareholders under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 (the “Scheme”). In terms of the said Order, the quorum for the said meeting shall be as prescribed under Section 103 of the Companies Act, 2013 present in person. Further, in terms of the said Order, the Tribunal has appointed Mr. Vijai Singh Dugar, Independent Director and Chairman of the Board and failing him, Mr. Rajesh Kalyani, Non-Executive Director as Chairman of the said meeting of the Applicant Company including for any adjournment or adjournments thereof. Capitalized terms used herein but not defi ned shall have the meaning assigned to them in the Scheme, unless otherwise stated.

2. The proposed Scheme was placed before the Audit Committee of the Applicant Company at its meeting held on January 30, 2018. On the basis of its evaluation and independent judgement and consideration of the valuation report dated January 30, 2018 submitted by M/s. Deloitte Haskins & Sells, Chartered Accountants (“Valuation Report”) and the fairness opinion certifi cate dated January 30, 2018 issued by Swastika Investmart Limited, a SEBI Registered Merchant Banker, the Audit Committee approved and recommended the Scheme to the Board of Directors of the Applicant Company.

3. The Board of Directors of the Applicant Company, at their meeting held on January 30, 2018, took into account the Valuation Report and the independent recommendations of the Audit Committee and on the basis of their independent judgment, approved the Scheme.

4. In accordance with the provisions of Sections 230 to 232 of the Act, the Scheme shall be considered and approved by the equity shareholders only if the Scheme is approved by majority of persons representing three-fourth in value of the members or class of members, as the case may be, of the Applicant Company, voting in person or by proxy or by remote e-voting or by way of postal ballot. Further, in accordance with the SEBI Scheme Circular, the Scheme shall be acted upon only if the votes cast by the Public Shareholders in favour of the aforesaid resolution for approval of Scheme are more than the number of votes cast by the Public Shareholders against it. For this purpose, the term “Public” shall have the meaning assigned to it in Rule 2(d) of the Securities Contracts (Regulations) Rules, 1957 and the term “Public Shareholders” shall be construed accordingly. In terms of SEBI Scheme Circular, the Applicant Company has provided the facility of voting by e-voting to its Public Shareholders.

5. This statement is being furnished as required under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 (the “Act”) read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (the “Rules”).

6. As stated earlier, the Tribunal by its said Order has, inter alia, directed that a meeting of the equity shareholders of the Applicant Company shall be convened and held at Sunville Banquets 9, Dr. Annie Besant Road, Worli, Mumbai - 400018 on Wednesday, the September 19, 2018 at 1.00 P.M. IST (13.00 hours) for the purpose of considering, and if thought fi t, approving, with or without modifi cation(s), the arrangement embodied in the Scheme. Equity shareholders would be entitled to vote in the said meeting either in person or through proxy.

7. The Applicant Company shall be fi ling the Scheme with the Registrar of Companies, Mumbai in Form No. GNL-1.

8. In addition, the Applicant Company is seeking the approval of its equity shareholders to the Scheme by way of voting through e-voting. Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (“SEBI Circular”) issued by the Securities and Exchange Board of India (“SEBI”), inter alia, provides that approval of Public Shareholders of the Applicant Company to the Scheme shall be obtained by way of voting through e-voting. Since, the Applicant Company is seeking the approval of its equity shareholders (which includes Public Shareholders) to the Scheme by way of e-voting, no separate procedure for voting through e-voting would be required to be carried out by the Applicant Company for seeking the approval to the Scheme by its Public Shareholders in terms of SEBI Circular. The notice sent to the equity shareholders (which includes Public Shareholders) of the Applicant Company would be deemed to be the notice sent to the Public Shareholders of the Applicant Company. For this purpose, the term “Public” shall have the meaning assigned to it in Rule 2(d) of the Securities Contracts (Regulations) Rules, 1957 and the term “Public Shareholders” shall be construed accordingly.

The Tribunal, by its Order, has, inter alia, held that the Applicant Company is directed to convene a meeting of its equity shareholders and the voting in respect of the equity shareholders, which includes Public Shareholders, is through e-voting. Accordingly, voting by public Shareholders through such e-voting is in suffi cient compliance of SEBI Circular.

The scrutinizer appointed for conducting the e-voting process will however submit his separate report to the Chairman of the Applicant Company after completion of the scrutiny of e-voting cast by the Public Shareholders so as to announce the results of the e-voting exercised by the Public Shareholders of the Applicant Company.

9. In terms of the Order dated August 03, 2018, passed by the NCLT, in Company Scheme Application No. 237 (MAH) of 2018, if the entries in the records/registers of the Applicant Company in relation to the number or value, as the case may be, of the equity shares are disputed, the Chairman of the meeting shall determine the number or value, as the case may be, for the purposes of the said meeting and his decision in that behalf would be fi nal.

10. A copy of the Scheme as approved by the Board of Directors of the respective companies is enclosed herewith.

9

BACKGROUND OF THE COMPANIES INVOLVED IN THE SCHEME IS AS UNDER:

11. Details as per Rule 6(3) of the Merger Rules:

i. Details of the order of the NCLT directing the calling, convening and conducting of the Meeting:

Please refer to paragraph no. 1 of this Explanatory Statement for date of the Order and the date, time and venue of the Tribunal Convened Meeting.

ii. Details of Applicant Company:Sr. No Particulars Details

1. Corporate Identifi cation Number L45400MH2008PLC1799142. Permanent Account Number AABCF2006M3. Date of Incorporation March 10, 20084. Type of Company Listed Public Limited Company.5. Registered Offi ce Address and e-mail

addressKnowledge House, Off. Shyam Nagar, Jogeshwari-Vikhroli Link Road, Jogeshwari (East), Mumbai - 400060, Maharashtra, India.Email ID : info.fmnl@futuregroup.com

6. Name of the stock exchange(s) where securities are listed.

BSE Limited (BSE) and National Stock Exchange of India Limited (NSE)

iii. Other Particulars of the Applicant Company as per Rule 6(3) of the Merger Rules

a) Future Market Networks Limited (“FMNL” or “Transferee Company” or “Applicant Company”) is a company, incorporated under the provisions of the Companies Act, 1956, on March 10, 2008 under the name “Future Mall Management Limited”. The name of Future Mall Management Limited was changed to Agre Developers Limited and a fresh certifi cate of incorporation was issued on October 4, 2010. Subsequently, the name of Agre Developers Limited was changed to Future Market Networks Limited and a fresh certifi cate of incorporation was issued on February 6, 2012.

b) Summary of the main objects as per the Memorandum of Association and main business carried on by the Applicant Company

The Applicant Company is presently engaged in the business of building capacity and enabling the infrastructure for future markets in a more effi cient and cost effective manner. It aims to create a network of new markets by integrating and better organizing the modern wholesale trade, retail and logistics infrastructure in India.

The main objects of the Applicant Company, as stated in the Memorandum of Association, are, inter alia, set out hereunder:

“1.To carry on the business in India or elsewhere of maintaining, operating, managing malls, shopping centres, immoveable properties of all nature and description including shopping malls, commercial complexes, shopping plazas, cinema halls, theatres, departmental stores, hypermarkets, shops, business, houses, offi ces, residential estates, hotels, motels, resorts, homes, organisations, exhibition centres, conference centres, boarding and lodging houses, clubs, dressing rooms, and places of amusement and recreation, sports and entertainment.

2. To carry on the business in India or elsewhere of buying, selling, importing, exporting, distributing, transporting, warehousing, promoting, supplying, trading and dealing of all kinds of goods including fast moving consumable goods, merchandise either raw material, fi nished or semi-fi nished items of grocery, garments, fruits and vegetables, apparels, furniture, fi xture and furnishing, cosmetic, child care products, electric and electronic products, home décor, jewellery, foot wear, entertainment, stationary, books and journals and to act as brokers, clearing and forwarding agent, shipper, commission agent, representative, franchiser, consultant, collaborator and marketing agents for aforesaid items on its own and to appoint sub-franchisers etc., for any of the above purposes.

2A To carry on the business in India or elsewhere of builders, contractors, erectors, constructors of buildings of all nature being residential, industrial, institutional or commercial, townships, holiday resorts, hotels, motels, shopping malls and preparing plans for building sites, constructing, reconstructing, erecting, altering, improving, enlarging developing, decorating, furnishing and maintaining of structures, fl ats, houses, factories, commercial buildings, garages, warehouses, buildings for all purposes and conveniences and to purchase for development, free-hold and lease-hold lands, houses, buildings, structures and other properties of any tenure and any interest therein.”

c) Details of change of name, registered offi ce and objects of the Applicant Company during the last fi ve years

Change of Name: NIL.

Change of Registered Offi ce: NIL

Change of objects: The Object Clause was amended by way of special resolution passed by the Members on February 17, 2016. Certifi cate of Registration of the Special Resolution confi rming Alteration of Object Clause(s) in terms of Section 13(1) of the Companies Act, 2013 was issued by Government of India, Ministry Of Corporate Affairs, Registrar of Companies, Mumbai on February 23, 2016.

10

d) Details of the capital structure of the Applicant Company including authorised, issued, subscribed and paid up share capital

i. The share capital structure of the Applicant Company as on March 31, 2018 is as under:A. Authorised Share Capital Amount in ` 902,60,000 Equity Shares of ` 10 each 9,026,00,000 5000 Preference Shares of Rs 100 each 500,000 Total 9,031,00,000B. Issued Capital 56,291,851* Equity Shares of Rs 10 each 562,918,510C. Subscribed and Paid Up Capital 56,291,281 Equity Shares of Rs 10 each 562,912,810

*570 Equity shares of the Company are kept in abeyance and the said shares will be allotted subsequent to completion of legal formalities to allot the original shares in Future Enterprises Limited (the demerged entity) in the Scheme approved by the Hon’ble High Court of Bombay vide its order dated August 24, 2010 which are currently held in abeyance.

ii. Post Scheme Capital Structure:A. Authorised Share Capital Amount in ` 903,00,000 Equity Shares of ` 10 each 9,030,00,000 5000 Preference Shares of Rs 100 each 500,000 Total 9,035,00,000B. Issued Capital 57,544,951* Equity Shares of Rs 10 each 575,449,510C. Subscribed and Paid Up Capital 57,544,381 Equity Shares of Rs 10 each 575,443,810

*570 Equity shares of the Company are kept in abeyance and the said shares will be allotted subsequent to completion of legal formalities to allot the original shares in Future Enterprises Limited (the demerged entit)y in the Scheme approved by the Hon’ble High Court of Bombay vide its order dated August 24, 2010 which are currently held in abeyance.

e) Subsequent to Merger by absorption, the Applicant Company will allot its shares to shareholders of Transferor Company who holds 40% of the paid up share capital of Transferor Company and 60% of the equity capital held by the Applicant Company in Transferor Company shall be cancelled. The shares of the Applicant Company are currently listed on the BSE Limited and the National Stock Exchange of India Limited.

f) Details of the Promoters and Directors along with their addresses:

The details of the promoters of the Applicant Company as on March 31, 2018 are as set forth below:Sr. No

Name of Promoters Address

1. Suhani Trading And Investment Consultants Private Limited

Knowledge House, Shyam Nagar, Jogeshwari Vikhroli Link Road, Jogeshwari (East) Mumbai - 400060

2. Surplus Finvest Private Limited 5th Floor, SOBO Central, 28,P.T. Madan Mohan Malviya Road, Tardeo, Mumbai - 400034

The Applicant Company has 6 (six) directors and the details of such directors are set forth below:Sr.No Name of Director Designation Address

1. Mr. Vijai Singh Dugar Chairman / Independent Director

605-B, Oberoi Park View, Thakur Village, Kandivali East Mumbai - 400101

2. Mr. K.A Somayajulu Independent Director 302, Aditya Splendour Veterinary Colony, Shaikpet, Hyderabad-500008

3. Ms. Udita Jhunjhunwala Independent Director 6a, Bhagwat Nivas Peddar Road Mumbai - 4000134. Mr. Rajesh Kalyani Non-Executive Director Flat No. 1506, Oberoi Park View Tower - A, Thakur Village,

W.E. Highway, Kandivali Mumbai - 4001015. Mr. Sunil Biyani Non-Executive Director 2302/23rd Floor, Vivarea Tower B-2, Sane Guruji Marg,

Hindustan Spinning Mills & Wire Mills Compd, Mumbai - 400011

6. Mr. Pramod Arora Whole-Time Director 11 Paschim Marg DLF City Phase I, Gurgaon – 122002

11

g) The date of the board meeting of the Applicant Company at which the Scheme was approved by the board of directors including the name of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

Details of the Directors who voted on the resolution passed on January 30, 2018 are as follows:Sr. No Name of Director Voted in favour / against / abstain

1. Mr. Vijai Singh Dugar favour2. Mr. K.A Somayajulu favour3. Ms. Udita Jhunjhunwala favour4. Mr. Rajesh Kalyani favour5. Mr. Sunil Biyani favour6. Mr. Pramod Arora favour

h) As on April 30, 2018, the Applicant Company has 86 unsecured creditors and amount due to such unsecured creditors is ` 13,50,11,696/-, (Rupees thirteen crores fi fty lakhs eleven thousand six hundred and ninety six only).

i) None of the Directors, the Key Managerial Personnel (as defi ned under the Act and rules framed thereunder) of Applicant Company and their respective Relatives (as defi ned under the Act and rules framed thereunder), have any interests, fi nancial or otherwise in the Scheme, except to the extent of their respective shareholding in the Applicant Company.

j) The details of the shareholding of directors, Key Managerial Personnel and their respective relatives as on March 31, 2018 is as follows:Sr. No Name Designation No. of shares held in the

Applicant Company1. Mr. Vijai Singh Dugar Chairman / Independent Director Nil2. Mr. K.A Somayajulu Independent Director Nil3. Ms. Udita Jhunjhunwala Independent Director Nil4. Mr. Rajesh Kalyani Non-Executive Director 41,0255. Mr. Sunil Biyani Non-Executive Director 506. Mr. Pramod Arora Whole-Time Director Nil7. Mr. Pawan Agarwal Chief Financial Offi cer 11,0698. Mr. Anil Cherian Head- Legal & Company Secretary 12,500

k) Disclosure about the effect of the Scheme on the following persons:Sr. No Category of Stakeholders Effect of the Scheme on Stakeholders

1. Shareholders The Applicant Company only has equity shareholders and does not have any preference shareholders. Upon the Scheme becoming effective, the consideration towards Merger by Absorption of the Transferor Company (as defi ned in the Scheme) by the Applicant Company shall be made without any further application, act, instrument or deed, issue and allot Equity Shares of the Applicant Company in the following manner: “12,531 (twelve thousand fi ve hundred thirty one) equity shares in the Applicant Company of face value ` 10 (Rupees Ten only) each credited as fully paid up for every 100 (One Hundred) equity shares of face value ` 10 (Rupees Ten only) each fully paid up held by such eligible member in the Transferor Company (the “Share Entitlement Ratio”) as on the Record Date”.The equity shares issued and allotted by the Applicant Company in terms of this Scheme shall rank pari passu in all respects with the then existing equity shares of the Applicant Company.Further, the authorized share capital of the Applicant Company will be increased to ` 90,39,00,000/- (Rupees Ninety Crores and Thirty Nine Lakhs), divided into equity share capital of ` 90,34,00,000/- (Rupees Ninety Crores Thirty Four Lakhs Only), comprising of 9,03,40,000 (Nine Crores Three Lakhs Forty Thousand) equity shares of `10/- (Rupees Ten only) each and preference share capital of ` 5,00,000/- (Rupees Five Lakhs Only), comprising of 5,000 (Five Thousand) preference shares of `100/- (Rupees Hundred only) each, in accordance with the provisions of the Act, pursuant to the Scheme.Thus, the Scheme will not have any adverse effect on the equity shareholders.

2. Promoters Upon the Scheme becoming effective and as an integral part of the Scheme, such number of shares as are issued and allotted to the eligible shareholders of the Transferor Company, the Promoter Shareholding will be reduced to 71.57% from existing 73.16%.

3. Non-Promoter Shareholders Please refer to point (1) above for details regarding effect on the shareholders.

12

Sr. No Category of Stakeholders Effect of the Scheme on Stakeholders4. Key Managerial Personnel

(“KMPs”) / DirectorsThe key managerial personnel of the Applicant Company (“KMPs”) and directors shall continue as key managerial personnel and directors respectively of the Applicant Company after effectiveness of the Scheme. The KMPs/directors are not affected pursuant to the Scheme.The Transferor Company is a Subsidiary of the Applicant Company and Mr. Vijai Singh Dugar, Mr. Sunil Biyani and Mr. Pramod Arora are representing the Applicant Company on the Board of the Transferor Company.

5. Creditors Pursuant to the Scheme, there is no arrangement with the creditors, either secured or unsecured, of the Applicant Company. The liability of the Applicant Company towards its creditors shall not undergo any change pursuant to the Scheme.

6. Depositors Not Applicable. The Applicant Company does not have any Depositors.7. Debenture Holders Not Applicable. The Applicant Company has not issued any Debentures.8. Deposit Trustee and

Debenture TrusteeNot Applicable

9. Employees The Scheme in no manner whatsoever affects the terms and conditions of employment of the employees of the Applicant Company

l) Disclosure about effect of the Scheme on material interests of directors, key managerial personnel (KMP), debenture trustee and other stakeholders:

Please refer to point no. (k) above for the effect of the Scheme on material interests of directors, KMP and other stakeholders.

iv. Particulars of SSCPL as per Rule 6 (3) of the Merger Rules :Sr. No Particulars Details

1. Corporate Identifi cation Number U51101MH2008PTC3068832. Permanent Account Number AAMCS5294B3. Date of Incorporation November 17, 20084. Type of Company Private Limited. Unlisted Company.5. Registered Offi ce Address and e-mail

addressKnowledge House, Shyam Nagar, Jogeshwari – Vikhroli Link Road, Jogeshwari (East) Mumbai – 400060E-mail : sanjeev.manchanda@starcentres.com

6. Name of the stock exchange(s) where securities are listed.

Not listed on any stock exchange.

a) Summary of the main objects as per the Memorandum of Association and main business carried on by the Applicant Company

SSCPL is presently engaged in the business of planning, development and management of shopping centres/malls. SSCPL provides a range of specialised skills and services like conceptualisation, strategy and control of master planning, retail planning, tenant & trade mix, operations and management of the project opening etc. SSCPL is a subsidiary of the Applicant Company. The main objects, inter alia, as stated in the Memorandum of Association, are set out hereunder:

“1. To develop and manage physical environments including community centers, shopping centres , markets, malls, mixed use developments, catering to consumers and shoppers, giving a superior experience to including but not limited to public spaces, landscapes, recreation, shopping, eating out, dinning, leisure, entertainment, children’s activities, amidst convenient, designer, environments, provide services either directly, or indirectly in connection with the management of centers, amusement centers or of any organisation or business or centers in any manner

2. To render directly or indirectly advice, consultancy or technical assistance in relation to evaluation, conceptualisation planning, design, development, construction, implementation, supervision, operations and maintenance, marketing, acquisition or management of centers shopping centers, malls & markets, apartments, houses, hotels, motels, hostels, restaurants, factory premises, godowns, warehouses, fl ats, boarding houses, clubs, pleasure grounds and amusement parks, theatres, cinemas or such other show houses, meeting or lecture halls, libraries, dharamshalas, and sarais, health resorts and spas, garden, swimming pools bath, huts, bazaars, markets, melas and exhibition areas/projects ”

3. To build, construct, establish, own, purchase, sell, taken on lease or exchange or otherwise acquire, hold maintain and manage industrial, commercial, or residential buildings, centers, shopping centers, apartments, houses, hotels, motels, hostels, restaurants, factory premises, godowns, warehouses, fl ats, boarding houses, clubs, pleasure grounds and amusement parks, theatres, cinemas or such other show houses, meeting or lecture halls, libraries, dharamshalas, and sarais, health resorts and sanitations, gardens, swimming pools, baths, huts, bazaars, and markets, melas and exhibition, and to let, sublet, give on lease or otherwise to permit use and occupation of the same for rent or hire charges and to provide for the tenants and occupies thereof all or any of the conveniences commonly provided in residential, commercial and industrial quarters.”

13

b) Details of change of name, registered offi ce and objects of the Applicant Company during the last fi ve years

Change of Name: NIL.

Change of Registered Offi ce:

The registered offi ce of SSCPL has been changed from 505, 5th fl oor, Offi ce block, DLF Place Mall, District Centre, Saket, New Delhi 110017 to Knowledge House, Off. Shyam Nagar, Jogeshwari-Vikhroli Link Road, Jogeshwari (East), Mumbai - 400060, Maharashtra, India on February 19, 2018

Change of objects: Nil

c) Details of the capital structure of Transferor Company including authorised, issued, subscribed and paid up share capital as on March 31, 2018 is as under.A. Authorised Share Capital Amount in ` 40,000 Equity Shares of ` 10 each 4,00,000B. Issued, Subscribed and Paid Up Capital 25,000 Equity Shares of ` 10 each 2,50,000

Post Scheme Capital Structure

Upon this Scheme becoming effective, shares held as investments in the Transferor Company by the Applicant Company (either held in its own name or through its nominee (s)), shall stand cancelled without any further act, instrument or deed. Further, upon the Scheme becoming effective, and in consideration of the transfer of all the assets and liabilities of the Transferor Company to the Applicant Company and in terms of the Scheme, the Applicant Company shall, without any further application, act, instrument, deed, issue and allot to the eligible equity shareholders of the Transferor Company (whose names are registered in the register of members of the Transferor Company on the record date, or his/her legal heirs, executors or administrators or, as the case may be, successors), in the following manner:

“12,531 equity shares of face value of ` 10/- (Rupees Ten) each credited as fully paid up of the Applicant Company for every 100 (One Hundred) fully paid up equity shares of face value of ` 10/- (Rupees Ten Only) each held in the Transferor Company.”

d) Details of the Promoters and Directors along with their addresses:

The details of the promoters of the Transferor Company as on March 31, 2018 are as set forth below:Sr. No Name of Promoters Address

1. Mr. Pranay Sinha E-6 2nd Floor Geetanjali Enclave, Malviya Nagar, New Delhi - 1100172. Ms. Shilpa Malik F-9 2nd Floor Hauz Khas, New Delhi - 110016

The Transferor Company has 5 (fi ve) directors as on March 31, 2018, mentioned as under. The details of such directors are set forth below:

Sr.No Name of Director Designation Address1. Mr. Vijai Singh Dugar Independent Director – Nominated

by Future Market Networks Limited605-B, Oberoi Park View, Thakur Village, Kandivali East Mumbai - 400101

2. Mr. Pranay Sinha Director E-6 2nd Floor Geetanjali Enclave, Malviya Nagar, New Delhi - 110017

3. Ms. Shilpa Malik Director F-9 2nd Floor Hauz Khas, New Delhi - 1100164. Mr. Sunil Biyani Nominee Director 2302/23rd Floor, Vivarea Tower B-2, Sane Guruji

Marg, Hindustan Spinning Mills & Wire Mills Compd, Mumbai - 400011

5. Mr. Pramod Arora Nominee Director 11 Paschim Marg DLF City Phase I, Gurgaon - 122002

m) The date of the board meeting of the Transferor Company at which the Scheme was approved by the board of directors including the name of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

Details of the Directors who voted on the resolution passed on January 30, 2018 are as follows:Sr. No Name of Director Voted in favour / against / abstain

1. Mr. Pranay Sinha Favour2. Ms. Shilpa Malik Favour3. Mr. Vijai Singh Dugar Favour4. Mr. Sunil Biyani Favour5. Mr. Pramod Arora Favour

n) As on April 30, 2018, the Transferor Company has 77 unsecured creditors and amount due to such unsecured creditors is ` 4,22,72,942/-, (Rupees Four Crores Twenty Two Lakhs Seventy Two Thousand Nine Hundred and Forty Two only).

14

o) None of the Directors, the Key Managerial Personnel (as defi ned under the Act and rules framed thereunder) of Applicant Company and their respective Relatives (as defi ned under the Act and rules framed thereunder), except for Mr. Pranay Sinha and Ms. Shilpa Malik, have any interests, fi nancial or otherwise in the Scheme, except to the extent of their respective shareholding in the Transferor Company.

Mr. Pranay Sinha and Ms. Shilpa Malik, being Shareholders and Directors of the Transferor Company, are deemed to be interested in the Scheme.

The details of the shareholding of directors, Key Managerial Personnel and their respective relatives as on March 31, 2018 is as follows:

Sr. No

Name Designation No. of shares held in the Transferor Company

1. Mr. Vijai Singh Dugar Independent Director (nominated by Future Market Networks Limited)

Nil

2. Mr. Sunil Biyani Nominee Director Nil3. Mr. Pramod Arora Nominee Director Nil4. Mr. Pranay Sinha Director 5,0005. Ms. Shilpa Malik Director 5,000

p) Disclosure about the effect of the Scheme on the following persons:Sr.No Category of Stakeholders Effect of the Scheme on Stakeholders1. Shareholders As on March 31, 2018, the Applicant Company has only equity shareholders and no

preference shareholders. Upon the Scheme becoming effective, the consideration towards Merger by Absorption of the Transferor Company (as defi ned in the Scheme) by the Applicant Company shall be made without any further application, act, instrument or deed, issue and allot Equity Shares of the Applicant Company in the following manner: “12,531 (twelve thousand fi ve hundred thirty one) equity shares in the Applicant Company of face value ` 10 (Rupees Ten only) each credited as fully paid up for every 100 (One Hundred) equity share of face value ` 10 (Rupees Ten only) each fully paid up held by such eligible member in the Transferor Company (the “Share Entitlement Ratio”) as on the Record Date”.The Applicant Company holds 60% of the issued, subscribed and paid up share capital of the Transferor Company. The shares held by the Applicant Company in the Transferor Company shall stand cancelled without any further act or deed.The equity shares issued and allotted by the Applicant Company in terms of this Scheme shall rank pari passu in all respects with the then existing equity shares of the Applicant Company.The existing issued, subscribed and paid-up share capital of the Transferor Company shall stand cancelled without any further act or deed immediately following the issuance of shares by the Applicant Company to the eligible shareholders of the Transferor Company pursuant to and in accordance with provisions of the Scheme.Thus, the Scheme will not have any adverse effect on the equity shareholders.The Scheme is in the best interests of the shareholders of the Applicant Company.

2. Promoters Upon effectiveness of the Scheme, the existing issued, subscribed and paid–up share capital of the Transferor Company shall stand cancelled without any further act or deed, immediately following the issuance of shares by Applicant Company to the eligible shareholders of the Transferor Company.

3. Non-Promoter Shareholders The Applicant Company holds 60% of the issued, subscribed and paid up share capital of the Transferor Company. The shares held by the Applicant Company in the Transferor Company shall stand cancelled without any further act or deed immediately following the issuance of shares by the Applicant Company to the eligible shareholders of the Transferor Company pursuant to and in accordance with provisions of the Scheme.

4. Key Managerial Personnel (“KMPs”) / Directors

Mr. Pranay Sinha and Ms. Shilpa Malik are the promoters of the Transferor Company. They are on the Board of the Transferor Company and holds 5000 equity shares each, i.e. 40% of the issued, subscribed and paid up share capital of the Transferor Company. The shares held by them in the Transferor Company shall stand cancelled without any further act or deed immediately following the issuance of shares by the Applicant Company to them pursuant to and in accordance with provisions of the Scheme.Other than such allotment of shares, the KMPs/directors are not affected pursuant to the Scheme.Mr. Vijai Singh Dugar, Mr. Sunil Biyani and Mr. Pramod Arora are representing the Applicant Company on the Board of the Transferor Company.

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Sr.No Category of Stakeholders Effect of the Scheme on Stakeholders5. Creditors Pursuant to the Scheme, there is no arrangement with the creditors, either secured or

unsecured, of the Transferor Company. The liability of the Transferor Company towards its creditors shall be transferred to the Applicant Company pursuant to the Scheme.

6. Depositors Not Applicable7. Debenture Holders Not Applicable8. Deposit Trustee and Debenture

TrusteeNot Applicable

9. Employees The employees of the Transferor Company shall be Transferred to the rolls of the Applicant Company in terms of the Scheme.

q) Disclosure about effect of the Scheme on material interests of directors, key managerial personnel (KMP), debenture trustee and other stakeholders:

Please refer to point no. (p) above for the effect of the Scheme on material interests of directors, KMP and other stakeholders.v. Other details regarding the Scheme required as per Rule 6 (3) of the Merger Rules :

a) Relationship between the Applicant Company and Transferor Company: 60.00% of the shareholding of the Transferor Company is held by the Applicant Company, and rest 40.00% shareholding is held

equally by Mr. Pranay Sinha and Ms. Shilpa Malik, both of whom are promoters of Transferor Company.

Details of shareholding of Applicant Company in Transferor Company is as set out below:Entity Name of Company Pre-scheme

shareholding (percentage of paid-

up share capital)

Post-scheme shareholding

(percentage of paid-up share capital)

Future Market Networks Limited Star Shopping Centres Private Limited 60.00 % *0.00% *Post scheme, the Transferor Company will merge with Applicant Company.b) Appointed Date, Effective Date, Record Date and Share Entitlement Ratio: Appointed Date: The appointed date for the Scheme is April 1, 2017. Effective Date: means the later of the dates on which the certifi ed copy of the orders of the Tribunal sanctioning the Scheme are

fi led by the Companies with the Registrar of Companies, Mumbai Record Date: The record date means the date to be determined by the Board of Directors of the Applicant Company, for the

purpose of determining the shareholders of the Transferor Company to whom equity shares of the Applicant Company shall be allotted pursuant to the merger under the Scheme.

Share Entitlement Ratio: 12,531 equity shares of face value of ` 10/- (Rupees Ten ) each credited as fully paid up of the Applicant /Transferee Company

for every 100 (One Hundred) fully paid up equity shares of face value of ` 10/- (Rupees Ten Only) each held in the Transferor Company.

c) Summary of the Valuation Report: The valuation report dated January 30, 2018 has been issued by Deloitte Haskins & Sells, Chartered Accountants (appointed

by Applicant Company) describing inter alia the methodology adopted in arriving at the share entitlement ratio for the proposed Scheme of Merger by Absorption of Star Shopping Centres Private Limited (Transferor Company / SSCPL) by Future Market Networks Limited (Transferee Company / FMNL) and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 (“Valuation Report”).

The Fair Equity Share Exchange Ratio has been arrived at on the basis of a relative valuation of the equity shares of FMNL and SSCPL based on various approaches / methods and various qualitative factors relevant to each company and the business dynamics and growth potentials of the business of FMNL and SSCPL.

Based on the above methodology, Share Entitlement Ratio is determined as 12,531 equity shares of face value of ` 10/- (Rupees Ten ) each credited as fully paid up of the Applicant /Transferee Company for every 100 (One Hundred) fully paid up equity shares of face value of ` 10/- (Rupees Ten Only) each held in the Transferor Company.

The Shares held by the Applicant Company in Transferor Company will stand cancelled upon the scheme being approved. A fairness opinion certifi cate dated January 31, 2018 was issued by Swastika Investmart Limited, a SEBI Registered Merchant

Banker, explaining the rationale for its opinion as to the fairness of the share entitlement ratio from a fi nancial point of view.d) Details of capital restructuring:

Pursuant to the Scheme, the Shares held by the Applicant Company in Transferor Company will stand cancelled and the Applicant Company shall issue equity shares to eligible shareholders of the Transferor Company, in accordance with the Share Entitlement Ratio. Further, the existing issued and paid – up share capital of the Transferor Company as on the Appointed Date shall stand cancelled without any further act or deed, immediately following the issuance of shares by the Applicant Company to eligible shareholders of the Transferor Company pursuant to the Scheme. The Capital Structure of the Applicant Company post-merger shall be as provided in Clause 11 (iii) (d) (ii) hereinabove.

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e) Details of debt restructuring:

There shall be no debt restructuring of the Applicant Company or Transferor Company pursuant to the Scheme.

f) Rationale of the Scheme of Arrangement, and the benefi t of the Scheme of Arrangement as perceived by the Board of Directors of the Applicant Company

A. The Scheme provides for, inter alia,

i. the merger by absorption of SSCPL by FMNL

ii. discharge of consideration including cancellation of the equity shares held by FMNL in SSCPL;

iii. dissolution without winding up of SSCPL

iv. merger of the authorised share capital of SSCPL with the authorised share capital of FMNL

v. various other matters consequential to or otherwise integrally connected with the above.

vi. The proposal is to be implemented in terms of the Scheme under Sections 230 - 232 of the Act.

B. The rationale of the Scheme is as under:

This Scheme involves the restructuring of FMNL and its subsidiary, SSCPL by way of Merger by absorption of SSCPL by FMNL. The rationale for the Scheme is mentioned below:

• Rationalizing the group structure to ensure optimized legal entity structure more aligned with the business;

• Reorganizing the legal entity in the group structure so as to obtain signifi cant cost savings and/or simplifi cation benefi ts;

• Signifi cant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by FMNL and SSCPL

• Rationalizing costs by elimination of administrative functions and multiple record-keeping.

• Result in business synergies besides economies in cost by combining all the functions, related activities and operations and benefi ts in the form of managerial and technical expertise;

• Further, the Scheme also provides that the shareholders of the Transferor Company shall indemnify the Transferee Company and keep the Transferee Company indemnifi ed for liability, claim, demand, if any, and which may devolve on the Transferee Company on account of this amalgamation.

g) The fi nancial position of the Applicant Company will not be adversely affected by the Scheme. The rights and interests of the members and the creditors (secured and unsecured) of the Applicant Company will not be prejudiced by the Scheme.

h) The Applicant Company receives complaints/queries from shareholders/government authorities/stakeholders from time to time under the Act. The Applicant Company has duly responded to such complaints/queries. No investigation or proceedings have been instituted or are pending in relation to the Transferor Company under the Act.

12. Salient extracts of the Scheme

Salient features of the Scheme are set out as below:

a The Scheme is presented under Section 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, as may be applicable, for the In the matter of the Scheme of Merger by Absorption of Star Shopping Centres Private Limited by Future Market Networks Limited;

b The Transferor Company and the Applicant Company shall make applications and / or petitions under Section 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 to the jurisdictional National Company Law Tribunal (“Tribunal”), as the case may be for sanction of this Scheme and all matters ancillary or incidental thereto;

c “Appointed Date” means April 1, 2017 or such other date as may be directed by NCLT; Mumbai Bench or such other competent authority as may be applicable.

d “Effective Date” means the later of the dates on which the certifi ed copy of the orders of the Tribunal sanctioning the Scheme are fi led by the Companies with the Registrar of Companies, Mumbai;

e In consideration of the Scheme of Merger by Absorption of Star Shopping Centres Private Limited (Transferor Company / SSCPL) by Future Market Networks Limited (Transferee Company / FMNL) and in terms of this Scheme, the Transferee Company shall, without any application, act or deed, issue and allot equity shares, credited as fully paid, to the extent indicated below, to the applicable members of the Transferor Company holding fully paid-up equity shares of the Transferor Company and whose names appear on the register of members of the Transferor Company as on the Record Date, or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of the Transferor Company/Transferee Company in the following proportion:

“12,531 (twelve thousand fi ve hundred thirty one) equity shares in the Transferee Company of face value ` 10 (Rupees Ten only) each credited as fully paid up for every 100 (One Hundred) equity shares of face value ` 10 (Rupees Ten only) each fully paid up held by such eligible member in the Transferor Company (the “Share Entitlement Ratio”) as on the Record Date”.

f On the Scheme becoming effective, the equity shares of the Transferor Company held by the Transferee Company shall stand cancelled.

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g The difference, if any, of the value of assets over the value of liabilities and reserves transferred to the Applicant Company and the face value of New Equity Shares issued by the Applicant Company, after providing for adjustments shall be adjusted in the Securities Premium Account of the Applicant Company.

On the Scheme becoming effective, the Applicant Company shall account for the amalgamation in its books as per the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act and the accounting treatment prescribed in the Scheme, to the extent consistent with Ind AS.

h With effect from the Appointed Date and upto and including the Effective Date:

i The Transferor Company shall be deemed to have been carrying on and shall carry on its business and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of all its properties and assets pertaining to business of the Transferor Company for and on account of and in trust for the Transferee Company. The Transferee Company hereby undertakes to hold the said assets with utmost prudence until the Effective Date.

ii The Transferor Company shall not, except in the ordinary course of business or without prior written consent of the Applicant Company alienate charge, mortgage, encumber or otherwise deal with or dispose of any of its properties or part thereof of the Transferor Company.

iii Any income accruing or arising to the Transferor Company shall for all purposes be treated and deemed to be in profi ts or income of the Transferee Company.

iv Until the Effective Date, the Transferor Company may utilize its income/available cash, if any, for meeting its expenses in the ordinary course of business or for the purpose specifi ed in the scheme.

v Until the Effective Date, the holders of shares of the Transferor Company shall, save as expressly provided otherwise in the scheme, continue to enjoy their existing rights under the Articles of Association of the Transferor Company including the right to receive dividends.

i All costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed), arising out of or incurred in carrying out and implementing this Scheme and matters incidental shall be borne and paid by the Transferor Company and/or its shareholders.

j Other important extracts from the Scheme :

“8. With effect from the Appointed Date and upon the coming into effect of this Scheme, pursuant to the provisions of Section 230 to 232 of the Act and other applicable provisions of the Act, the Transferor Company shall stand merged with and be vested in the Transferee Company, as a going concern in accordance with Section 2(1B) of the Income Tax Act without any further act, instrument, deed, matter or thing but subject to existing Encumbrances affecting the same, so as to become, as and from the Appointed Date, the undertaking, businesses, properties and other belongings, of the Transferee Company by virtue of and in the manner provided in this Scheme. The name of the Transferee Company immediately after Merger by absorption shall remain unchanged by virtue of this Scheme

9. without prejudice to the generality of clause 8 of the Scheme upon the coming into effect of the Scheme and with effect from the Appointed Date:

9.1 all assets (whether or not recorded in the books of accounts) of the Transferor Company that are movable in nature or are otherwise capable of transfer by physical or constructive delivery and/or by endorsement and delivery and on the Scheme becoming effective, shall stand vested in the Transferee Company and shall be deemed to have been physically handed over by physical delivery or by endorsement and delivery as the case may be, without the need to execute any separate instrument to the Transferee Company to the end and intent that the property and benefi t therein passes to the Transferee Company.

9.2 all assets of Transferor Company that are movable in nature, other than those in sub-clause 9.1 above, investments in shares and other securities, sundry debtors, actionable claims, receivables, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with Government, semi-Government, local and other authorities and bodies, customers and other persons, shall without any further act, instrument or deed, stand transferred to and vested in the Transferee Company upon the coming into effect of this Scheme and with effect from the Appointed Date, become the property of the Transferee Company, without any notice or other intimation to the debtors or obligors or any other person. The Transferee Company may (without being obliged to do so), if it so deems appropriate, give notice in such form as it deems fi t and proper, to each such debtor or obligor or any other person, that pursuant to the sanction of the Scheme by NCLT, such debt, loan, advance, claim, bank balance, deposit or other asset be paid or made good or held on account of the Transferee Company as the person entitled thereto, to the end and intent that the right of the Transferor Company to recover or realise all such debts (including the debts payable by such debtor or obligor or any other person to the Transferor Company) stands transferred and assigned to the Transferee Company and that appropriate entries should be passed in the books of accounts of the relevant debtors or obligors or other persons to record such change.

9.3 all lease and licence agreements entered into by the Transferor Company with various landlords, owners and lessors in connection with the use of the assets of the Transferor Company, together with security deposits, shall stand automatically transferred and vested in favour of the Transferee Company on the same terms and conditions without any further act, instrument, deed, matter or thing being made, done or executed. The Transferee Company shall continue to pay rent amounts as provided for in such agreements and shall comply with the other terms, conditions and covenants thereunder and shall also be entitled to refund of security deposits paid under such agreements by the Transferor Company.

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9.4 any and all approvals, consents, exemptions, registrations, no-objection certifi cates, permits, quotas, rights, entitlements, licenses, certifi cates, tenancies, trade names, trademarks, service marks, copyrights, domain names, brand names, sales tax credits, income tax credits, applications for trade names, trademarks, service marks, copyrights, privileges and benefi ts of all contracts, agreements, applications and all other rights including lease rights, licenses and registrations, powers and facilities of every kind and description whatsoever, pertaining to the Transferor Company.

9.5 all immovable properties of the Transferor Company including land, building, offi ces, sites and accretions and appurtenances and rights, title and interest in connection with the said immovable properties whether freehold or leasehold or otherwise and all documents of title, rights and easements in relation thereto, shall upon this Scheme becoming effective, stand transferred to and vested in the Transferee Company, without any further act or deed done/executed or being required to be done/executed by the Transferor Company or the Transferee Company or both. The Transferee Company shall be entitled to exercise and enjoy all rights and privileges attached to such immovable properties and shall be liable to pay the ground rent and taxes and fulfi l all obligations. The mutation or substitution of the title to the immovable properties shall, upon this Scheme becoming effective, be made and duly recorded in the name of the Transferee Company by the Appropriate Authorities pursuant to the sanction of this Scheme by NCLT and upon the Scheme becoming effective in accordance with the terms hereof.

9.6 all Contracts and other instruments to which the Transferor Company is a party, or to the benefi t of which the Transferor Company may be entitled, and which are subsisting or having effect immediately prior to the Effective Date, shall, without any further act, instrument or deed, continue in full force and effect against or in favour of, as the case may be, the Transferee Company, and may be enforced effectively by or against the Transferee Company as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or benefi ciary or obligor or obligee thereto or thereunder. Such contracts shall continue to be in full force and continue as effective as hitherto for in favour of or against the Transferee Company and shall be the legal and enforceable rights and interests of the Transferee Company, which can be enforced and acted upon as fully and effectually as if, it were the Transferor Company and shall be deemed to be its successor in interest. Upon the Scheme becoming effective, the rights, duties, obligations, interests fl owing from such contracts, shall be deemed to have been entered in and novated to the Transferee Company and the Transferee Company shall be deemed to be the Transferor Company’s substituted party or benefi ciary or obligor thereto. In relation to the same, any procedural requirements required to be fulfi lled solely by the Transferor Company (and not by any of its successors), shall be fulfi lled by the Transferee Company as if it were the duly constituted attorney of the Transferor Company. All inter-se contracts between the Transferee Company and the Transferor Company shall stand cancelled and cease to operate upon this Part II of the Scheme becoming effective.

9.7 all Taxes payable by or refundable to the Transferor Company, including all or any refunds or claims shall be treated as the Tax liability or refunds/claims, as the case may be, of the Transferee Company, and any Tax incentives, advantages, privileges, exemptions, rebates, benefi ts, credits, remissions, reductions, or Tax holidays, minimum alternate tax credit, as would have been available to the Transferor Company, shall pursuant to the Scheme becoming effective, be available to the Transferee Company and following the Effective Date, the Transferee Company shall be entitled to initiate, raise, add or modify any claims in relation to such Taxes on behalf of the Transferor Company.

9.8 all Government Approvals, consents, sanctions, exemptions, registrations, no-objection certifi cates, permits, quotas, rights, entitlements, licenses and certifi cates of every kind and description whatsoever of or to the benefi t of the Transferor Company may be eligible/entitled, and which are subsisting or having effect immediately before the Scheme coming into effect, shall by endorsement, delivery or recordal pursuant to the vesting orders of NCLT sanctioning the Scheme, and on the Scheme becoming effective, be deemed to be Government Approvals, consents, sanctions, exemptions, registrations, no-objection certifi cates, permits, quotas, rights, entitlements, licenses (including the licenses granted by any Appropriate Authority for the purpose of carrying on its business or in connection therewith) and certifi cates of every kind and description of whatsoever nature, of the Transferee Company, and shall be in full force and effect in favour of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or benefi ciary or obligor thereto.

9.9 the Transferee Company shall be entitled to claim refunds or credits, including input tax credits, with respect to Taxes paid by for, or on behalf of, the Transferor Company under Applicable Law, including but not limited to sales tax, goods and service tax, as applicable, value added tax, service tax, excise duty cess or any other tax, whether or not arising due to any inter se transaction, even if the prescribed time limits for claiming such refunds or credits have lapsed. For the avoidance of doubt, input tax credits already availed of or utilized by the Transferor Company and the Transferee Company in respect of inter se transactions shall not be adversely impacted by the cancellation of inter se transactions pursuant to this Scheme.

9.10 all benefi ts of any and all corporate approvals as may have already been taken by the Transferor Company, whether being in the nature of compliances or otherwise, shall under the provisions of Section 230 to 232 of the Act, without any further act, instrument or deed, cost or charge and without any notice or other intimation to any third party for the transfer of the same, be and stand transferred and vested in the Transferee Company as a going concern, and the said corporate approvals and compliances shall be deemed to have originally been taken/ complied with by the Transferee Company.

9.11 all the resolutions, if any, of the Transferor Company, which are valid and subsisting, shall under the provisions of Sections 230 to 232 of the Act, if any, without any further act, instrument or deed, cost or charge and without any notice or other intimation to any third party for the transfer of the same, be and stand continue to be valid and subsisting and be considered as resolutions of the Transferee Company and if any such resolutions have any monetary limits approved under the provisions of the Act, then the said limits shall be added to the limits, if any, under like resolutions passed by the Transferee Company and shall constitute the aggregate of the said limits in the Transferee Company.

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9.12 upon the Scheme becoming effective, the Transferee Company shall be entitled to without limitation, operate the Bank accounts, including transacting in cash, cheque, NEFT, RTGS, or any other electronic mode, intra company, inter company, other settlements, availing and utilizing any limits, issuing or receiving any guarantee of the Transferor Company or carry out any other transaction as it deems fi t.

9.13 all books, records, fi les, papers, engineering and process information, catalogues, quotations, advertising materials, if any, lists of present and former clients, whether in physical or electronic form, of the Transferor Company to the extent possible and permitted under Applicable Law, be handed over to the Transferee Company.

10. Without prejudice to the generality of clause 8 above, upon the Scheme coming into effect and with effect from the Appointed Date:

10.1 all the liabilities including secured and unsecured debts (whether in Indian Rupees or foreign currency), sundry creditors, contingent liabilities, reserves, provisions and funds, duties and obligations (whether or not provided in the books of the Transferor Company) of the Transferor Company, of every kind, nature and description whatsoever and howsoever arising, raised, incurred or utilised for its business activities and operations shall, under the provisions of Sections 230 to 232 of the Act and other applicable provisions of Act, and all other provisions of Applicable Law, if any, without any further act, instrument, deed, cost or charge and without any notice or other intimation to any third party for the transfer of the same, be and stand transferred to and vested in and/or be deemed to have been transferred to and vested in the Transferee Company, and the same shall be assumed by the Transferee Company, to the extent they are outstanding on the Effective Date, and shall become on and from the Appointed Date the liabilities of the Transferee Company on the same terms and conditions as were applicable to the Transferor Company, and the Transferee Company alone shall meet, discharge and satisfy the same. The Scheme shall not in any manner affect the rights and interests of the creditors of the Transferor Company or be deemed to be prejudicial to their interests and in particular the statutory creditors of the Transferor Company shall continue to enjoy and hold charge upon their respective securities and properties. Transferee Company may at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under any law or otherwise, execute Deeds of Confi rmation, in favor of any of the creditors of the Transferor Company or in any other party to any contract or arrangement to which Transferor Company or Transferee Company is a party to, or any writings as may be necessary to be executed in order to give formal effect to the above provisions

10.2 all inter-se liabilities, between Transferor Company and Transferee Company, if any, due or outstanding or which may at any time immediately prior to the Effective Date become due or remain outstanding, shall stand cancelled and be deemed to have been discharged by such cancellation and consequently, there shall remain no inter-se liability between them as of Effective Date and corresponding effect shall be given in the books of account and records of Transferee Company.

10.3 all the existing Encumbrances, if any, existing prior to the Effective Date on the assets of the Transferor Company which secure or relate to the liabilities of the Transferor Company shall without any further act, instrument, deed, cost or charge and without any notice or other intimation to any third party for transfer of the same, continue to relate and attach to only such assets or any part thereof to which they are related or attached prior to the Effective Date and are transferred to the Transferee Company. It is clarifi ed that the aforesaid Encumbrances shall not extend to any assets of the Transferor Company which were earlier not encumbered or to the existing assets of the Transferee Company unless specifi cally agreed to by Transferee Company with such secured creditors and subject to the consents and approvals of the existing secured creditors of Transferee Company, if any.

10.4 any reference, in any security documents or arrangements (to which the Transferor Company is a party), to the Transferor Company and assets and properties of Transferor Company, shall be construed as a reference to the Transferee Company and the assets and properties of the Transferor Company transferred to the Transferee Company pursuant to this Scheme.

10.5 without prejudice to the foregoing provisions, the Transferee Company/the Transferor Company may execute any instruments or documents or do all such acts and deed as may be considered appropriate, including the fi ling of necessary particulars and/or modifi cation(s) of charge, with the Registrar of Companies to give formal effect to the above provisions, if required.

10.6 the provisions of this clause 10 shall operate notwithstanding anything to the contrary contained in any instrument, deed, document or writing or the terms of sanction or issue or any security document; all of which instruments, deeds, documents or writings shall stand modifi ed and/or superseded by the foregoing provisions.

11. Employees

11.1 All the employees, staff and workmen if any, employed with the Transferor Company, shall become employees, staff and workmen of and be engaged by the Transferee Company, with effect from the Scheme coming into effect, on terms and conditions which, as a result, shall be no less favourable than those on which they are currently engaged by the Transferor Company, without any interruption of service as a result of the Merger by absorption and transfer and without any further act, deed or instrument on the part of the Transferor Company or the Transferee Company.

11.2 All contributions made by the Transferor Company on behalf of its employees, staff and workmen and all contributions made by the employees, staff and workmen including the interests arising thereon, to the funds and standing to the credit of such employee’s, staff’s and workman’s account with such funds, shall, upon this Scheme becoming effective, be transferred to the Transferee Company along with such of the investments made by such funds which are referable and allocable to the employees, staff and workmen of the Transferor Company and the Transferee Company shall stand substituted for the Transferor Company with regard to the obligation to make the said contributions.

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11.3 With regards to provident fund, gratuity fund, superannuation fund, leave encashment and any other special scheme or benefi ts created or existing for the benefi t of employees, staff and workmen of the Transferor Company, upon Part II of the Scheme becoming effective, shall be continued on no less favourable terms and conditions by the Transferee Company and, the Transferee Company shall stand substituted for the Transferor Company for all purposes and intents, whatsoever, relating to the administration or operations of such schemes or funds or in relation to the obligation to make contributions to the said funds, in accordance with the provisions of Applicable Law or otherwise. It is the intent that all the rights, duties, powers and obligations of the Transferor Company in relation to such fund or funds shall become those of the Transferee Company without need of any fresh approval from any statutory authority. It is hereby clarifi ed that upon the Scheme becoming effective, the aforesaid benefi ts or schemes shall continue to be provided to such employees, staff and workmen and the services of all such employees, staff and workmen of the Transferor Company for such purpose shall be treated as having been continuous.

11.4 The Transferee Company agrees that the services of all employees, staff and workmen of the Transferor Company, prior to the transfer, shall be taken into account for the purposes of all benefi ts to which such employees, staff and workmen may be eligible, including in relation to the level of remuneration and contractual and statutory benefi ts, incentive plans, terminal benefi ts, gratuity plans, superannuation, provident fund and other retirement benefi ts and accordingly, such benefi ts shall be reckoned from the date of their respective appointment in the Transferor Company. The Transferee Company undertakes to pay the same, as and when payable under Applicable Law.

11.5 The Transferor Company will transfer/handover to the Transferee Company, copies of employment information of all such transferred employees, staff and workmen of the Transferor Company, including but not limited to, personnel fi les (including hiring documents, existing employment contracts, and documents refl ecting changes in an employee’s, , staff’s and workman’s position, compensation, or benefi ts), payroll records, medical documents (including documents relating to past or ongoing leaves of absence, on the job injuries or illness, or fi tness for work examinations), disciplinary records, supervisory fi les and all forms, notifi cations, order and contribution/identity cards issued by the concerned authorities relating to benefi ts transferred pursuant to this sub-clause.

11.6 The Transferee Company shall continue to abide by any agreement(s)/settlement(s) entered into by the Transferor Company with employees, staff and workmen of the Transferor Company which are subsisting or having effect immediately prior to the Appointed Date and continuing from the Appointed Date till the Effective Date.

11.7 Any disciplinary action initiated by the Transferor Company against any employee, staff and workman of the Transferor Company shall have full force, effect and continuity as if it was initiated by the Transferee Company instead of the Transferor Company.

12. Legal Proceedings

12.1 All proceedings of whatsoever nature (legal, quasi-judicial and others, including any suits, appeals, arbitrations, execution proceedings, revisions, writ petitions, if any) by or against the Transferor Company, shall not abate, be discontinued or be in any way prejudicially affected by reason of the Merger by absorption or anything contained in this Scheme, but the said proceedings shall until Effective Date, be continued, prosecuted and enforced, by or against the Transferor Company, as if this Scheme had not been made.

12.2 Upon the coming into effect of this Scheme, all suits, actions, and other proceedings including legal and taxation proceedings, (including before any statutory or quasi-judicial authority or arbitrator or tribunal) by or against, the Transferor Company, whether pending and/or arising on or before the Effective Date shall be continued and/or enforced by or against the Transferee Company and in the same manner and to the same extent as if the same had been instituted and/or pending and/or arising by or against the Transferee Company.

12.3 The Transferee Company undertakes to have accepted on behalf of itself, all suits, claims, actions and legal proceedings initiated by or against the Transferor Company, transferred to its name and to have the same continued, prosecuted and enforced by or against the Transferee Company.”

13. With effect from the Appointed Date and up to and including the Effective Date, The Transferor Company shall carry on and be deemed to have carried on all business and activities and shall hold and stand possessed of and shall be deemed to hold and stand possessed of all its estates, assets, rights, title, interest, authorities, contracts, investments and strategic decisions for and on account of, and in trust for, the Transferee Company. All obligations, liabilities, duties and commitments attached, shall be undertaken and shall be deemed to have been undertaken by the Transferor Company for and on account of and in trust for the Transferee Company; All profi ts and income accruing or arising to or losses and expenses arising, incurred or accruing to the Transferor Company, for the period commencing from the Appointed Date, shall for all purposes be treated as and be deemed to be the profi ts, income, losses or expenses, as the case may be, of the Transferee Company; Any of the rights, powers, authorities or privileges exercised by the Transferor Company, shall be deemed to have been exercised by the Transferor Company for and on behalf of, and in trust for and as an agent of the Transferee Company. Similarly, any of the obligations, duties and commitments that have been undertaken or discharged by the Transferor Company, shall be deemed to have been undertaken for and on behalf of and as an agent of the Transferee Company; All Taxes, where applicable, payable by or refundable to the Transferor Company including all or any Tax refunds or Tax liabilities or Tax claims arising from pending Tax proceedings, under Applicable Law, on or before the Effective Date, shall be treated as or deemed to be treated as the Tax liability or Tax refunds/ Tax claims (whether or not recorded in the books of the Transferor Company) as the case may be, of the Transferee Company. The Transferor Company may raise or utilize loans from the Transferee Company or discharge loans or interest amounts (if any) due or payable or which may at any time prior to the Effective Date become due or payable to the Transferee Company. With effect

21

from the Appointed Date, Transferor Company has carried on and hereafter undertakes to carry on its business with reasonable diligence and utmost business prudence. From the date of the acceptance of this Scheme by the respective Board of Transferor Company and Transferee Company, Transferor Company shall not alienate, charge, encumber, mortgage or otherwise deal with the assets or any part thereof, without the prior written consent of Transferee Company, save and except in the ordinary course of business, or pursuant to any pre-existing obligation by Transferor Company prior to the Appointed Date.

14. Subject to the terms of the Scheme, the transfer and vesting of the Transferor Company as per the provisions of the Scheme shall not affect any transactions or proceedings already concluded by the Transferor Company on or before the Appointed Date or after the Appointed Date until the Effective Date, to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things made, done and executed by the Transferor Company or its predecessors as acts, deeds and things made, done and executed by or on behalf of the Transferee Company.

15. Upon this Scheme becoming effective, shares held as investments in the Transferor Company by the Transferee Company (either held in its own name or through its nominee (s)), shall stand cancelled in their entirety, without any further act, instrument or deed. Further, upon the Scheme becoming effective, and in consideration of the transfer of all the assets and liabilities of the Transferor Company to Transferee Company and in terms of the Scheme, the Transferee Company shall, without any further application, act, instrument, deed, issue and allot to the equity shareholders of the Transferor Company (whose names are registered in the register of members of the Transferor Company on the record date, or his/her legal heirs, executors or administrators or, as the case may be, successors), in the following manner:

• 12,531 equity shares of face value of ` 10/- (Rupees Ten ) each credited as fully paid up of the Transferee Company for every 100 (One Hundred) fully paid up equity shares of face value of ` 10/- (Rupees Ten Only) each held in the Transferor Company.

16. Upon the Scheme becoming effective, the Transferor Company shall without any further act, instrument or deed stand dissolved without being wound-up.

17. The difference, if any, of the value of assets over the value of liabilities and reserves transferred to the Transferee Company as stated above and the face value of New Equity Shares issued by the Transferee Company, after providing for adjustments as stated above shall be adjusted in the Securities Premium Account of the Transferee Company.

18. As an integral part of the Scheme, and upon the coming into effect of the Scheme, the authorized share capital of the Transferor Company shall stand transferred to and be added with the authorized share capital of the Transferee Company without any liability for payment of any additional registration fees and stamp duty pursuant to the provisions of Sections 13, 14, 61 and Section 232(3) of the Act and no resolutions or consent and approvals would be required to be passed by the Transferee Company.

19. Notwithstanding anything to the contrary, upon the Scheme becoming effective, the Transferee Company shall give effect to the accounting treatment in its books of account in accordance with “Indian Accounting Standard (Ind-AS)- 103 - Business Combination” and other applicable Ind-AS prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and other generally accepted accounting principles as applicable on the Effective Date. The Transferor Companies and the Transferee Company shall make, as applicable, joint or separate applications/petitions under Section 230 to 232 of the Companies Act, 2013 to the NCLT, as necessary, inter act, to seek orders for dispensing with or for convening, holding or conducting of the meetings of their respective shareholders and creditors, sanctioning of this Scheme and for consequent actions including for dissolution of the Transferor Companies without winding up and further applications / petitions under Sections 230 to 232 of the Companies Act, 2013 including for sanction / confi rmation / clarifi cation of the Scheme or connected therewith, as necessary.

20. On or after the Effective Date, the Transferor Company and the Transferee Company are expressly permitted to revise its fi nancial statements and returns along with prescribed forms, fi lings and annexures under the Income Tax Act, 1961(including for the purpose of re-computing tax on book profi ts and claiming other tax benefi ts), Goods & Services Tax law and other tax laws, and to claim refunds and/or credits for taxes paid, and to claim tax benefi ts etc. and for matters incidental thereto, if required to give effect to the provisions of the Scheme from the Appointed Date

21. The provisions of this Scheme as they relate to the Merger by absorption of the Transferor Company by the Transferee Company have been drawn up to comply with the conditions relating to “amalgamation” as defi ned under Section 2(1B) of the Income tax Act. If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said section of the Income Tax Act, at a later date including resulting from an amendment of law or for any other reason whatsoever, the provisions of the said section of the Income Tax Act, shall prevail and the provisions of this Part II of the Scheme shall stand modifi ed to the extent determined necessary to comply with Section 2(1B) of the Income Tax Act. Such modifi cation will, however, not affect the other parts of the Scheme.

22. Each of the Transferor Company and Transferee Company by their respective Boards of Directors or any committee thereof or any Director authorised in that behalf ( “Delegate”) may together assent to, or make from time to time, any modifi cations or amendments or additions to this Scheme which NCLT or any Appropriate Authority may deem fi t to approve of or impose and which the companies may in their discretion accept, or such modifi cations or amendments or additions as the companies or as the case may be, their respective Delegates deem fi t, or require for the purpose of resolving any doubts or diffi culties that may arise in carrying out the purpose of this Scheme and as approved by NCLT, and the companies by their respective Board of Directors or Delegates are authorised to do and execute all acts, deed, matters and things necessary for bringing this Scheme into effect, or review the position relating to the satisfaction of the conditions of this Scheme and if necessary, waive any of such conditions (to the extent permissible under law) for bringing this Scheme into effect. The aforesaid powers of the companies may be exercised by the Delegate of the respective companies. It is clarifi ed that any modifi cation or amendment to the Scheme by the companies, after the sanction by NCLT, shall only be made with the prior consent of NCLT.

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23. The Transferor Company and /or the Transferee Company acting through their respective Board of Directors shall each be at liberty to withdraw from this Scheme in case any condition or alteration imposed by any NCLT/Appropriate Authority/person or otherwise is unacceptable to any of them or for any reason whatsoever. In the case of withdrawal from the Scheme under clause 36.1, no rights and liabilities whatsoever shall accrue to or be incurred inter se the Transferor Company and Transferee Company and their respective shareholders, creditors, employees or any other person save and except in respect of any act or deed done prior thereto as contemplated in this Scheme or as to any right liability or obligation that has accrued or arisen pursuant thereto and which shall be governed, worked out and preserved as specifi cally provided in the Scheme or in accordance with Applicable Law.

24. Each provision or part of this Scheme is independent and is severable. Any failure of any one provision or part of this Scheme for lack of necessary approval from the shareholders/ creditors/ Appropriate Authorities or for any other reason that the Board of Directors may deem fi t shall not result in the whole Scheme failing. It shall be open to the Board of Directors concerned to consent to sever such provision(s) or part(s) of the Scheme and implement the rest of the Scheme with such modifi cation.

25. During the pendency of the Scheme, the Transferor Company and Transferee Company shall be entitled to declare and pay dividends, whether interim and/or fi nal, to their members in respect of the accounting period prior to the Effective Date. It is clarifi ed that the aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any member of the Transferor Company and Transferee Company to demand or claim any dividends which, subject to the provisions of the Act, as applicable, shall be entirely at the discretion of the Board of Directors, subject to such approval of the members, as may be required.

In the event of the Scheme not being sanctioned by NCLT, the Scheme shall become null and void and each party shall bear and pay its respective costs, charges and expenses for and/or in connection with the Scheme. Subject to Clause 38.1 of the Scheme, all costs, charges and expenses (including, but not limited to, any Taxes and duties, stamp duty, registration charges) payable in relation to or in connection with the Scheme and or carrying out and completing the terms and provisions of the Scheme and/or incidental to the completion of the Scheme shall be borne and paid solely by FMNL.

26. This Scheme is conditional upon and subject to the following:

i. The Scheme being approved by the requisite majorities in number and value of such classes of persons including the respective members and/or creditors of the Transferor Company and the Applicant Company as may be directed by the NCLT.

ii. The Scheme being approved by the “public” shareholders of the Transferee Company by way of e-voting in terms of Para (I)(A)(9)(a) of Annexure I of SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017; provided that the same shall be acted upon only if the votes cast by the “public” shareholders in favor of the proposal are more than the number of votes cast by the “public” shareholders against it.

iii. The sanction of the Scheme by the NCLT or any other authority under Sections 230 to 232 and other applicable provisions of the Act and the necessary order being fi led with the Registrar of Companies.

iv. Authenticated / certifi ed copy of the orders of the NCLT sanctioning the Scheme being fi led with the Registrar of Companies by the Transferor Company and the Transferee Company.

v. The requisite consent, approval or permission of statutory or regulatory authorities, if any, which by law may be necessary for the implementation of this Scheme, being obtained.

You are requested to read the entire text of the Scheme to get fully acquainted with the provisions thereof. The aforesaid are only some of the key provisions of the Scheme.

27. Capital Structure Pre And Post Amalgamation And Arrangement:

The pre and post amalgamation and arrangement shareholding pattern of the Applicant Company as on March 31, 2018 is as follows:

Particulars Pre-amalgamation andarrangement

Post-amalgamation and arrangement

Sr. No.

Category No. of Equity Shares

% of holding

No. of Equity Shares

% of holding

(A) Shareholding of Promoter and Promoter Group(1) Indian - -(a) Individuals/Hindu undivided family

Ms. Ashni Kishore Biyani 141 0.00 141 0.00Mr. Anil Biyani 50 0.00 50 0.00Mr. Sunil Biyani 50 0.00 50 0.00Mr. Vivek Biyani 50 0.00 50 0.00Mr. Vijay Biyani 50 0.00 50 0.00Mr. Laxminarayan Bansilal Biyani 50 0.00 50 0.00Mr. Gopikishan Biyani 50 0.00 50 0.00Mr. Kishore Biyani 50 0.00 50 0.00Mr. Rakesh Biyani 50 0.00 50 0.00

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Particulars Pre-amalgamation andarrangement

Post-amalgamation and arrangement

Sr. No.

Category No. of Equity Shares

% of holding

No. of Equity Shares

% of holding

(b) Central Government/ State Government(s) - - - -(c) Bodies Corporate

Suhani Trading And Investment Consultants Pvt. Ltd. 41129343 73.06 41129343 71.47Surplus Finvest Private Limited 53526 0.10 53526 0.10Sub-Total (A)(1) 41183410 73.16 41183410 71.57

(2) Foreign - - - -(a) Individuals (Non-Resident Individuals / Foreign

Individuals)- - - -

Institutions - - - -Foreign Portfolio Investor - - - -Any Other (Specify) - - - -Sub-Total (A)(2) - - - -Total Shareholding of Promoter and Promoter Group (A)= (A)(1) + (A)(2)

41183410 73.16 41183410 71.57

(B) Public Shareholding(1) Institutions(a) Mutual Funds 4527 0.01 4527 0.01(b) Venture Capital Funds - - - -(c) Alternate Investment Funds - - - -(d) Foreign Venture Capital Investors - - - -(e) Foreign Portfolio Investors 17040 0.03 17040 0.03(f) Financial Institutions/ Banks 260452 0.46 260452 0.45(g) Insurance Companies 31184 0.06 31184 0.05(h) Provident Funds/ Pension Funds - - - -(i) Any Other (Specify) - - - -

Sub Total (B) (1) 313203 0.56 313203 0.54(2) Central Government/State Government(s)/ President of

India- - - -

Sub Total (B)(2) - - - -(3) Non-Institutions(a) i. Individual shareholders holding nominal share capital

upto ` 2 lakhs2033996 3.61 2033996 3.54

ii. Individual shareholders holding nominal share capital in excess of ` 2 lakhs

3183800 5.66 4436900 7.71

(b) NBFCs Registered with RBI - - - -(c) Overseas Depositories (Holding GDRs) - - - -(d) Any Other

Trust 23 0.00 23 0.00Hindu Undivided Family 83302 0.15 83302 0.15Non Residents Indians (Non-Repatriation) 13156 0.02 13156 0.02Other Directors 41025 0.07 41025 0.07Non Resident Indians (Repatriation) 31241 0.06 31241 0.05Clearing Members 282493 0.50 282493 0.49Bodies Corporate 9125632 16.21 9125632 15.86Sub Total (B)(3) 14794668 26.28 16047768 27.89Total Public Shareholding (B)= (B)(1) + (B)(2) + (B)(3) 15107871 26.84 16360971 28.43Total Shareholding (A+B) 56291281 100.00 57544381 100.00

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The pre-amalgamation and arrangement shareholding pattern of the Transferor Company as on March 31, 2018 is as follows:Particulars Pre-amalgamation and arrangement

Sr. No. Category No. of Equity Shares % of holding1. Mr. Pranay Sinha 5000 20.002. Ms. Shilpa Malik 5000 20.003. Future Market Networks Limited 15000 60.00

Total 25000 100.00

28. General

a) Details of availability of the following documents for obtaining extracts from or making or obtaining copies

The following documents will be available for obtaining extract from or for making or obtaining copies of or for inspection by the members and creditors of the Applicant Company at its Registered Offi ce at Knowledge House, Off. Shyam Nagar, Jogeshwari-Vikhroli Link Road, Jogeshwari (East), Mumbai - 400060, Maharashtra, India between 10:00 A.M. IST to 12:00 Noon on any working day (except Saturdays, Sundays and Public Holidays) up to the date of the Meeting:

i. Certifi ed copy of the order dated August 3, 2018 passed by the Mumbai Bench of the NCLT in Company Scheme Application 237 (MAH) of 2018 directing the Applicant Company to convene the Tribunal Convened Meeting;

ii. Papers and proceedings in Company Scheme Application 237 (MAH) of 2018 before Mumbai Bench of the NCLT.

iii. Copy of the Scheme.

iv. Copy of the Memorandum and Articles of Association of FMNL and SSCPL respectively.

v. Copy of the annual reports of FMNL and SSCPL for the fi nancial years ended March 31, 2016 and March 31, 2017 and March 31, 2018 respectively;

vi. Register of Directors’ Shareholding of the FMNL and extract of Register of Directors’ Shareholding of SSCPL;

vii. Copy of the Valuation Report dated January 30, 2018 issued by Deloitte Haskins & Sells, Chartered Accountants;

viii. Copy of the Fairness Opinion Certifi cate dated January 31, 2018 issued by Swastika Investmart Limited, a SEBI Registered Merchant Banker, providing its opinion on the fairness of the valuation of the Deloitte Haskins & Sells, Chartered Accountants;

ix. Complaints Report dated March 22, 2018 and March 20, 20188, fi led with BSE and NSE respectively by the Applicant Company;

x. The certifi cates issued by Statutory Auditors of the Applicant Company to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act;

xi. Observation Letters issued by Stock Exchanges;

xii. Copy of the Audit Committee Report dated January 30, 2018 of the Applicant Company;

xiii. Copy of Form No. GNL-1 fi led by the Applicant Company with the concerned Registrar of Companies along with challan, evidencing fi ling of the Scheme;

xiv. Copy of the audited Financial Statement of FMNL and SSCPL for the year ended as on March 31, 2018;

xv. Copy of the unaudited Financial Statement of FMNL for the quarter ended June 30, 2018 along with Limited Review report of the Statutory Auditor.

xvi. List of Subsidiary Companies, joint ventures and associates of FMNL as on March 31, 2018.

xvii. Copy of the resolutions, all dated January 30, 2018 and February 19, 2018, passed by the respective Board of Directors / Committee of FMNL and SSCPL approving the Scheme;

xviii. Copy of the Reports dated February 19, 2018 adopted by the Board of Directors of FMNL and SSCPL respectively, pursuant to the provisions of section 232(2)(c) of the Act.

b) Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities in relation to the Scheme

i. The shares of FMNL, the Transferee Company are listed on BSE Limited and National Stock Exchange of India Limited (NSE).The BSE Limited was appointed as the designated stock exchange by the Applicant Company for the purpose of coordinating with SEBI, pursuant to the SEBI Scheme Circular. The Applicant Company has received observation letter regarding the Scheme from BSE on May 9, 2018 and from NSE on May 10, 2018. In terms of the observation letters, BSE and NSE conveyed their no adverse observations/no objection to the Scheme. The observation letters dated May 9, 2018 and May 10, 2018 as received from BSE and NSE are enclosed as Annexure 4 and 5 respectively.

ii. As required by the SEBI Scheme Circular, the Applicant Company has fi led its Complaints Report with BSE and NSE on March 22, 2018 and March 20, 2018 respectively. The reports fi led indicate that the Applicant Company has received nil complaints. The complaints report fi led by the Applicant Company with BSE and NSE are enclosed as Annexure 6A and Annexure 6B respectively.

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iii. The Scheme was fi led by the Applicant Company with the Mumbai Bench of the NCLT on May 15, 2018 and the Mumbai Bench of NCLT has given directions to convene a meeting of the equity shareholders of the Applicant Company vide an Order dated August 03, 2018.

iv. The Transferee Company as per the requirement of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 has fi led draft Scheme with BSE Limited and National Stock Exchange of India Limited (NSE) on February 20, 2018 and the same has been disseminated by BSE Limited and NSE on their website.

v. The Scheme is subject to approval by majority of shareholders representing three-fourth in value of the equity shareholders, of the Applicant Company, voting in person or by proxy or by remote e-voting or by postal ballot, in terms of Section 230-232 of the Act.

vi. Further, the Scheme is subject to approval by the requisite majority of the Public Shareholders of the Applicant Company, as set out under SEBI Scheme Circular. For this purpose the term “Public” shall have the meaning assigned to it in Rule 2(d) of the Securities Contracts (Regulation) Rules, 1957 and the term “Public Shareholders” shall be construed accordingly. The SEBI Scheme Circular provides that the Scheme of Arrangement shall be acted upon only if the votes cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it.

vii. The provisions of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 shall apply to Scheme.

viii. The shares of SSCPL are not listed on any Stock Exchanges.

ix. All other necessary regulatory and governmental approvals and registrations required pursuant to, in connection with or as a consequence of the Scheme

x. The Companies or any of them would obtain such necessary approvals/sanctions/no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, if so required.

xi. This notice convening Meeting of the Equity Shareholders of the Applicant Company along with aforesaid documents are placed on the website of the Company viz. www.fmn.co.in

Dated August 3, 2018Mumbai

Registered Offi ce:Future Market Networks LimitedCIN L45400MH2008PLC179914 Knowledge House, Opp Shyam Nagar, Off: Jogeshwari – Vikhroli Link Road, Jogeshwari East, Mumbai – 400060, Maharashtra

Sd/-Vijai Singh Dugar

DIN: 06463399Chairman appointed for the Meeting

26 26

Annexure 1SCHEME OF MERGER BY ABSORPTION OF

STAR SHOPPING CENTRES PRIVATE LIMITED

BY FUTURE MARKET NETWORKS LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS(UNDER SECTIONS 230-232 OF THE COMPANIES ACT, 2013 READ WITH OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES THEREUNDER)

1. AN OVERVIEW OF THE SCHEME

This Scheme of Merger by absorption of Star Shopping Centres Private Limited (SSCPL or “the Transferor Company”) by Future Market Networks Limited (“FMNL” or “the Transferee Company”) is presented under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, as the case may be, including any statutory modifi cations or re-enactments and rules made thereunder and amendments thereof.

2. DESCRIPTION OF COMPANIES

2.1 Star Shopping Centres Private Limited

2.1.1 Star Shopping Centres Private Limited (“SSCPL” or “Transferor Company”) is a private limited company, incorporated under the provisions of the Companies Act, 1956, on 17 November, 2008 under the name “Star Shopping Centres Private Limited”.

The registered offi ce of SSCPL is situated at Knowledge House, Shyam Nagar, Jogeshwari – Vikhroli Link Road, Jogeshwari (East) Mumbai – 400060.

2.1.2 The main objects of SSCPL as per its memorandum of association are inter alia as under:

“1. To develop and manage physical environments including community centers, shopping centres , markets, malls, mixed use developments, catering to consumers and shoppers, giving a superior experience to including but not limited to public spaces, landscapes, recreation, shopping, eating out, dinning, leisure, entertainment, children’s activities, amidst convenient, designer, environments, provide services either directly, or indirectly in connection with the management of centers, amusement centers or of any organisation or business or centers in any manner

2. To render directly or indirectly advice, consultancy or technical assistance in relation to evaluation, conceptualisation planning, design, development, construction, implementation, supervision, operations and maintenance, marketing, acquisition or management of centers shopping centers, malls & markets, apartments, houses, hotels, motels, hostels, restaurants, factory premises, godowns, warehouses, fl ats, boarding houses, clubs, pleasure grounds and amusement parks, theatres, cinemas or such other show houses, meeting or lecture halls, libraries, dharamshalas, and sarais, health resorts and spas, garden, swimming pools bath, huts, bazaars, markets, melas and exhibition areas/projects ”

3. To build, construct, establish, own, purchase, sell, taken on lease or exchange or otherwise acquire, hold maintain and manage industrial, commercial, or residential buildings, centers, shopping centers, apartments, houses, hotels, motels, hostels, restaurants, factory premises, godowns, warehouses, fl ats, boarding houses, clubs, pleasure grounds and amusement parks, theatres, cinemas or such other show houses, meeting or lecture halls, libraries, dharamshalas, and sarais, health resorts and sanitations, gardens, swimming pools, baths, huts, bazaars, and markets, melas and exhibition, and to let, sublet, give on lease or otherwise to permit use and occupation of the same for rent or hire charges and to provide for the tenants and occupies thereof all or any of the conveniences commonly provided in residential, commercial and industrial quarters.”

2.1.3 SSCPL is presently engaged in the business of planning, development and management of shopping centres/malls. SSCPL provides a range of specialised skills and services like conceptualisation, strategy and control of master planning, retail planning, tenant & trade mix, operations and management of the project opening etc. SSCPL is a subsidiary of Future Market Networks Limited.

2.2 Future Market Networks Limited

2.2.1 Future Market Networks Limited (“FMNL” or “Transferee Company”) is a company, incorporated under the provisions of the Companies Act, 1956, on 10 March, 2008 under the name “Future Mall Management Limited”.

2.1.2 The name of Future Mall Management Limited was changed to Agre Developers Limited and a fresh certifi cate of incorporation dated 4th October, 2010. Subsequently, the name of Agre Developers Limited was changed to Future Market Networks Limited and a fresh certifi cate of incorporation dated 6th February, 2012.

2.2.2 The registered offi ce of FMNL is situated at Knowledge House, Off. Shyam Nagar, Jogeshwari-Vikhroli Link Road, Jogeshwari (East), Mumbai – 400060, Maharashtra, India.

27

2.2.3 The Equity shares of FMNL are listed on the National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”).

2.2.4 The main objects of FMNL as per its memorandum of association are as under:

“1.To carry on the business in India or elsewhere of maintaining, operating, managing malls, shopping centres, immoveable properties of all nature and description including shopping malls, commercial complexes, shopping plazas, cinema halls, theatres, departmental stores, hypermarkets, shops, business, houses, offi ces, residential estates, hotels, motels, resorts, homes, organisations, exhibition centres, conference centres, boarding and lodging houses, clubs, dressing rooms, and places of amusement and recreation, sports and entertainment.

2. To carry on the business in India or elsewhere of buying, selling, importing, exporting, distributing, transporting, warehousing, promoting, supplying, trading and dealing of all kinds of goods including fast moving consumable goods, merchandise either raw material, fi nished or semi-fi nished items of grocery, garments, fruits and vegetables, apparels, furniture, fi xture and furnishing, cosmetic, child care products, electric and electronic products, home décor, jewellery, foot wear, entertainment, stationary, books and journals and to act as brokers, clearing and forwarding agent, shipper, commission agent, representative, franchiser, consultant, collaborator and marketing agents for aforesaid items on its own and to appoint sub-franchisers etc., for any of the above purposes.

2A To carry on the business in India or elsewhere of builders, contractors, erectors, constructors of buildings of all nature being residential, industrial, institutional or commercial, townships, holiday resorts, hotels, motels, shopping malls and preparing plans for building sites, constructing, reconstructing, erecting, altering, improving, enlarging developing, decorating, furnishing and maintaining of structures, fl ats, houses, factories, commercial buildings, garages, warehouses, buildings for all purposes and conveniences and to purchase for development, free-hold and lease-hold lands, houses, buildings, structures and other properties of any tenure and any interest therein.”

2.2.5 FMNL is presently engaged in the business engaged in the business of building capacity and enabling the infrastructure for future markets in a more effi cient and cost effective manner. It aims to create a network of new markets by integrating and better organizing the modern wholesale trade, retail and logistics infrastructure in India.

3. RATIONALE

This Scheme involves the restructuring of FMNL and its subsidiary, SSCPL by way of Merger by absorption of SSCPL by FMNL.

3.1 The rationale for the Scheme is mentioned below:

• Rationalizing the group structure to ensure optimized legal entity structure more aligned with the business;

• Reorganizing the legal entity in the group structure so as to obtain signifi cant cost savings and/or simplifi cation benefi ts;

• Signifi cant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by FMNL and SSCPL

• Rationalizing costs by elimination of administrative functions and multiple record-keeping.

• Result in business synergies besides economies in cost by combining all the functions, related activities and operations and benefi ts in the form of managerial and technical expertise;

In view of the aforesaid, the Board of Directors of both the Companies have considered and proposed the Merger by absorption of the entire undertaking and business of the Transferor Company by the Transferee Company in order to benefi t the stakeholders of the said companies. Accordingly, the Board of Directors of the Transferor Company and the Transferee Company have formulated this Scheme for the transfer and vesting of the entire business of the Transferor Company with and into the Transferee Company pursuant to the provisions of Section 230 to Section 232 other relevant provisions of the Companies Act, 2013, as may be applicable (including any statutory modifi cation or re-enactment or amendment thereof).

This Scheme also provides for various other matters consequential or otherwise integrally connected herewith.

4. GENERAL

4.1 This Scheme is divided into the following parts:

4.1.1 Part I, provides for defi nitions, interpretation and share capital;

4.1.2 Part II, provides for the Merger by absorption of SSCPL by FMNL, discharge of consideration, accounting treatment, merger of authorised share capital and matters incidental thereto;

4.1.3 Part III, deals with the general terms and conditions applicable to all parts of this Scheme.

PART I - DEFINITIONS, INTERPRETATION AND SHARE CAPITAL

5. DEFINITIONS

In the Scheme, unless repugnant to the meaning or context thereof, the following terms and expressions shall have the meanings given to them:

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“Act” means the Companies Act, 2013 and the rules and regulations made thereunder, and includes any alterations, modifi cations, amendments made thereto and/or any re-enactment thereof;

“Applicable Law” means any statute, notifi cation, bye-laws, rules, regulations, guidelines, rule of common law, policy, code, directives, ordinance, orders or instructions having the force of law enacted or issued by any Appropriate Authority including any statutory modifi cation or re-enactment thereof for the time being in force;

“Appointed Date” means 1st April, 2017 or such other date as may be directed by NCLT; Mumbai Bench or such other competent authority as may be applicable.

“Appropriate Authority” means any government body (central, state or local Government), legislative body, statutory body, departmental or public body or regulatory or administrative authority, judicial or arbitral body or other organization operating under the force of law including NCLT, the stock exchanges, the Securities and Exchange Board of India (“SEBI”), income tax authorities and other applicable authorities pursuant to the provisions of Section 230(5) of the Act, as may be relevant in the context;

“Board of Directors” or “Board” in relation to SSCPL and FMNL as the case may be, means the board of directors of such company, and shall include a committee duly constituted and authorised for the purposes of matters pertaining to the Scheme and/or any other matter relating thereto;

“Contracts” means deeds, bonds, contracts, agreements (including in connection with contracts for services) and other instruments;

“Effective Date” means the date on which the last of all the conditions and matters referred to in clause 29 have been fulfi lled, obtained or waived. References in this Scheme to ‘upon this Scheme becoming effective’ or ‘upon this Scheme coming into effect’ shall mean the Effective Date. Any references in this Scheme to “upon this Scheme becoming effective” or “upon coming into effect of this Scheme” or “upon the Scheme coming into effect” shall be construed to be a reference to the Effective Date;

“Encumbrance” means any options, pledge, mortgage, lien, security, interest, claim, charge, pre-emptive right, easement, limitation, attachment, restraint or any other encumbrance of any kind or nature whatsoever, and the term “Encumbered” shall be construed accordingly;

FMNL” or “Transferee Company” means Future Market Networks Limited, a public company limited by shares, which is listed on recognised stock exchanges incorporated on 10 March, 2008 under the provisions of the Companies Act, 1956 and having its registered offi ce at Knowledge House, Off. Shyam Nagar, Jogeshwari-Vikhroli Link Road, Jogeshwari (East), Mumbai – 400060, Maharashtra, India.

“Governmental Approval” means any consent, approval, licence, permit, order, exemption, certifi cate, clearance or authorisation obtained or to be obtained from, or any registration, notifi cation, declaration or fi ling made to or with, or to be made to or with, any Appropriate Authority;

“Income Tax Act” means the Income Tax Act, 1961, including any amendments made therein or statutory modifi cations or re-enactments thereof for the time being in force;

“Merger by absorption” means the amalgamation of Transferor Company with Transferee Company in accordance with Section 2(1B) of the Income Tax Act, 1961, and the restructuring contemplated by the Scheme in terms of Part II of the Scheme;

“NCLT” means the National Company Law Tribunal, Mumbai Bench having jurisdiction over FMNL and SSCPL;

“Registrar of Companies” or “ROC” means the Registrar of Companies, at Mumbai.

“Scheme” or “this Scheme” means this Scheme of Merger by absorption in its present form submitted to NCLT with any modifi cation(s) thereto as NCLT or any other Appropriate Authority may require, direct or approve;

“SEBI Circular” means the circular no. CFD/DIL3/CIR/2017/21 dated 10th March, 2017 as modifi ed by Circular no. CFD/DIL3/CIR/2017/26 dated 23rd March, 2017 and as also modifi ed by Circular no. CFD/DIL3/CIR/2018/2 dated 3 January, 2018 issued by SEBI and all other applicable circulars and regulations issued by SEBI in this respect;

“SEBI LODR” means the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

“SSCPL” or “Transferor Company” means Star Shopping Centres Private Limited, a private company limited by shares, incorporated on 17th November, 2008 under the provisions of the Companies Act, 1956 and having its registered offi ce at Knowledge House, Shyam Nagar, Jogeshwari – Vikhroli Link Road, Jogeshwari (East) Mumbai – 400060

“Tax” or “Taxes” means any and all taxes (direct or indirect), surcharges, fees, levies, duties, tariffs, imposts and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto), in each case in the nature of a tax, imposed by any Appropriate Authority (whether payable directly or by withholding), including taxes based upon or measured by income, windfall or other profi ts, gross receipts, property, sales tax, severance, branch profi ts, customs duties, excise duty, CENVAT credit, withholding tax, self-assessment tax, advance tax, service tax, goods and services tax, stamp duty, transfer tax, value-added tax, minimum alternate tax, minimum alternate tax credit, banking cash transaction tax, securities transaction tax, input tax credit, entry tax, advance income tax, tax deducted at source, wealth tax, fringe benefi t tax, tax collected at source, cess, tax refunds, taxes withheld or paid in a foreign country, customs duty and registration fees;

All terms and words used in this Scheme and not specifi cally defi ned herein shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act.

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6. INTERPRETATION

In this Scheme, unless the context otherwise requires:

6.1 words denoting singular shall include plural and vice versa;

6.2 headings and bold typeface are only for convenience and shall be ignored for the purposes of interpretation;

6.3 references to the word “include” or “including” shall be construed without limitation;

6.4 a reference to an article, clause, section, paragraph or schedule is, unless indicated to the contrary, a reference to an article, clause, section, paragraph or schedule of this Scheme;

6.5 unless otherwise defi ned, the reference to the word “days” shall mean calendar days;

6.6 references to dates and times shall be construed to be references to Indian dates and times;

6.7 reference to a document includes an amendment or supplement to, or replacement or novation of, that document;

6.8 references to a person include any individual, fi rm, body corporate (whether incorporated or not), Government, state or agency of a state or any joint venture, association, partnership, works councillor, employee representatives body (whether or not having separate legal personality);

6.9 references to any person includes that person’s successors;

6.10 word(s) and expression(s) elsewhere defi ned in the Scheme will have the meaning(s) respectively ascribed to them;

6.11 any reference to any statute or statutory provision shall include:

(i) all subordinate legislations made from time to time under that provision (whether or not amended, modifi ed, re-enacted or consolidated from time to time); and

(ii) such provision as from time to time amended, modifi ed, re-enacted or consolidated (whether before or after the fi ling of this Scheme) to the extent such amendment, modifi cation, re-enactment or consolidation applies or is capable of applying to the matters contemplated under this Scheme and (to the extent liability there under may exist or can arise) shall include any past statutory provision (as amended, modifi ed, re-enacted or consolidated from time to time) which the provision referred to has directly or indirectly replaced. Provided that nothing in this Clause 6 shall operate to increase the liability of any party to this Scheme beyond that which would have existed had this Clause 6 been omitted.

6.12 The Scheme set out herein in its present form, or with modifi cation(s), if any, made in accordance with the provisions of the Scheme and the directions of NCLT, shall be deemed to be effective from the Appointed Date but shall be operative only from the Effective Date.

7. SHARE CAPITAL

7.1 SSCPL (Transferor Company) The share capital of SSCPL as on 31st December, 2017 is as under:

Authorised Share Capital Amount (`)40,000 Equity Shares of ` 10 each 400,000Total 400,000Issued, Subscribed and Fully Paid Up Share Capital25, 000 Equity Shares of `10 each 250,000Total 250,000

Thereafter there has been no change in authorised, issued, subscribed and paid up share capital of SSCPL

7.2 FMNL (Transferee Company) The share capital of FMNL as on 31st December, 2017 is as under

Authorised Share Capital Amount (`)902,60,000 Equity Shares of ` 10 each 9,026,00,0005000 Preference Shares of ` 100 each 500,000Total 9,031,00,000Issued Share Capital56,291,851* Equity Shares of ` 10 each 562,918,510Total 562,918,510Subscribed and Fully Paid Up Share Capital56,291,281 Equity Shares of ` 10 each 562,912,810Total 562,912,810

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*570 Equity shares of the Company are kept in abeyance and the said shares will be allotted subsequent to completion of legal formalities to allot the original shares in Future Enterprises Limited (the demerged entity in the Scheme approved by the Hon’ble High Court of Bombay vide its order dated August 24, 2010 which are currently held in abeyance.

Thereafter there has been no change in authorised, issued, subscribed and paid up share capital of FMNL.

Subsequent to Merger by absorption, the Transferee Company will allot its shares to shareholders of Transferor Company who holds 40% of the paid up share capital of Transferor Company and 60% of the equity capital held by Transferee Company in Transferor Company shall be cancelled. The shares of the Transferee Company are currently listed on the BSE Limited and the National Stock Exchange of India Limited.

PART II MERGER BY ABSORPTION OF TRANSFEROR COMPANY WITH TRANSFEREE COMPANY

8. With effect from the Appointed Date and upon the coming into effect of this Scheme, pursuant to the provisions of Section 230 to 232 of the Act and other applicable provisions of the Act, the Transferor Company shall stand merged with and be vested in the Transferee Company, as a going concern in accordance with Section 2(1B) of the Income Tax Act without any further act, instrument, deed, matter or thing but subject to existing Encumbrances affecting the same, so as to become, as and from the Appointed Date, the undertaking, businesses, properties and other belongings, of the Transferee Company by virtue of and in the manner provided in this Scheme. The name of the Transferee Company immediately after Merger by absorption shall remain unchanged by virtue of this Scheme

9. Without prejudice to the generality of clause 8 of the Scheme upon the coming into effect of the Scheme and with effect from the Appointed Date:

9.1 all assets (whether or not recorded in the books of accounts) of the Transferor Company that are movable in nature or are otherwise capable of transfer by physical or constructive delivery and/or by endorsement and delivery and on the Scheme becoming effective, shall stand vested in the Transferee Company and shall be deemed to have been physically handed over by physical delivery or by endorsement and delivery as the case may be, without the need to execute any separate instrument to the Transferee Company to the end and intent that the property and benefi t therein passes to the Transferee Company.

9.2 all assets of Transferor Company that are movable in nature, other than those in sub-clause 9.1 above, investments in shares and other securities, sundry debtors, actionable claims, receivables, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with Government, semi-Government, local and other authorities and bodies, customers and other persons, shall without any further act, instrument or deed, stand transferred to and vested in the Transferee Company upon the coming into effect of this Scheme and with effect from the Appointed Date, become the property of the Transferee Company, without any notice or other intimation to the debtors or obligors or any other person. The Transferee Company may (without being obliged to do so), if it so deems appropriate, give notice in such form as it deems fi t and proper, to each such debtor or obligor or any other person, that pursuant to the sanction of the Scheme by NCLT, such debt, loan, advance, claim, bank balance, deposit or other asset be paid or made good or held on account of the Transferee Company as the person entitled thereto, to the end and intent that the right of the Transferor Company to recover or realise all such debts (including the debts payable by such debtor or obligor or any other person to the Transferor Company) stands transferred and assigned to the Transferee Company and that appropriate entries should be passed in the books of accounts of the relevant debtors or obligors or other persons to record such change.

9.3 all lease and licence agreements entered into by the Transferor Company with various landlords, owners and lessors in connection with the use of the assets of the Transferor Company, together with security deposits, shall stand automatically transferred and vested in favour of the Transferee Company on the same terms and conditions without any further act, instrument, deed, matter or thing being made, done or executed. The Transferee Company shall continue to pay rent amounts as provided for in such agreements and shall comply with the other terms, conditions and covenants thereunder and shall also be entitled to refund of security deposits paid under such agreements by the Transferor Company.

9.4 any and all approvals, consents, exemptions, registrations, no-objection certifi cates, permits, quotas, rights, entitlements, licenses, certifi cates, tenancies, trade names, trademarks, service marks, copyrights, domain names, brand names, sales tax credits, income tax credits, applications for trade names, trademarks, service marks, copyrights, privileges and benefi ts of all contracts, agreements, applications and all other rights including lease rights, licenses and registrations, powers and facilities of every kind and description whatsoever, pertaining to the Transferor Company.

9.5 all immovable properties of the Transferor Company including land, building, offi ces, sites and accretions and appurtenances and rights, title and interest in connection with the said immovable properties whether freehold or leasehold or otherwise and all documents of title, rights and easements in relation thereto, shall upon this Scheme becoming effective, stand transferred to and vested in the Transferee Company, without any further act or deed done/executed or being required to be done/executed by the Transferor Company or the Transferee Company or both. The Transferee Company shall be entitled to exercise and enjoy all rights and privileges attached to such immovable properties and shall be liable to pay the ground rent and taxes and fulfi l all obligations. The mutation or substitution of the title to the immovable properties shall, upon this Scheme becoming effective, be made and duly recorded in the name of the Transferee Company by the Appropriate Authorities pursuant to the sanction of this Scheme by NCLT and upon the Scheme becoming effective in accordance with the terms hereof.

9.6 all Contracts and other instruments to which the Transferor Company is a party, or to the benefi t of which the Transferor Company may be entitled, and which are subsisting or having effect immediately prior to the Effective Date, shall, without any further act, instrument or deed, continue in full force and effect against or in favour of, as the case may be, the Transferee Company, and may

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be enforced effectively by or against the Transferee Company as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or benefi ciary or obligor or obligee thereto or thereunder. Such contracts shall continue to be in full force and continue as effective as hitherto for in favour of or against the Transferee Company and shall be the legal and enforceable rights and interests of the Transferee Company, which can be enforced and acted upon as fully and effectually as if, it were the Transferor Company and shall be deemed to be its successor in interest. Upon the Scheme becoming effective, the rights, duties, obligations, interests fl owing from such contracts, shall be deemed to have been entered in and novated to the Transferee Company and the Transferee Company shall be deemed to be the Transferor Company’s substituted party or benefi ciary or obligor thereto. In relation to the same, any procedural requirements required to be fulfi lled solely by the Transferor Company (and not by any of its successors), shall be fulfi lled by the Transferee Company as if it were the duly constituted attorney of the Transferor Company. All inter-se contracts between the Transferee Company and the Transferor Company shall stand cancelled and cease to operate upon this Part II of the Scheme becoming effective.

9.7 all Taxes payable by or refundable to the Transferor Company, including all or any refunds or claims shall be treated as the Tax liability or refunds/claims, as the case may be, of the Transferee Company, and any Tax incentives, advantages, privileges, exemptions, rebates, benefi ts, credits, remissions, reductions, or Tax holidays, minimum alternate tax credit, as would have been available to the Transferor Company, shall pursuant to the Scheme becoming effective, be available to the Transferee Company and following the Effective Date, the Transferee Company shall be entitled to initiate, raise, add or modify any claims in relation to such Taxes on behalf of the Transferor Company.

9.8 all Government Approvals, consents, sanctions, exemptions, registrations, no-objection certifi cates, permits, quotas, rights, entitlements, licenses and certifi cates of every kind and description whatsoever of or to the benefi t of the Transferor Company may be eligible/entitled, and which are subsisting or having effect immediately before the Scheme coming into effect, shall by endorsement, delivery or recordal pursuant to the vesting orders of NCLT sanctioning the Scheme, and on the Scheme becoming effective, be deemed to be Government Approvals, consents, sanctions, exemptions, registrations, no-objection certifi cates, permits, quotas, rights, entitlements, licenses (including the licenses granted by any Appropriate Authority for the purpose of carrying on its business or in connection therewith) and certifi cates of every kind and description of whatsoever nature, of the Transferee Company, and shall be in full force and effect in favour of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or benefi ciary or obligor thereto.

9.9 the Transferee Company shall be entitled to claim refunds or credits, including input tax credits, with respect to Taxes paid by for, or on behalf of, the Transferor Company under Applicable Law, including but not limited to sales tax, goods and service tax, as applicable, value added tax, service tax, excise duty cess or any other tax, whether or not arising due to any inter se transaction, even if the prescribed time limits for claiming such refunds or credits have lapsed. For the avoidance of doubt, input tax credits already availed of or utilized by the Transferor Company and the Transferee Company in respect of inter se transactions shall not be adversely impacted by the cancellation of inter se transactions pursuant to this Scheme.

9.10 all benefi ts of any and all corporate approvals as may have already been taken by the Transferor Company, whether being in the nature of compliances or otherwise, shall under the provisions of Section 230 to 232 of the Act, without any further act, instrument or deed, cost or charge and without any notice or other intimation to any third party for the transfer of the same, be and stand transferred and vested in the Transferee Company as a going concern, and the said corporate approvals and compliances shall be deemed to have originally been taken/ complied with by the Transferee Company.

9.11 all the resolutions, if any, of the Transferor Company, which are valid and subsisting, shall under the provisions of Sections 230 to 232 of the Act, if any, without any further act, instrument or deed, cost or charge and without any notice or other intimation to any third party for the transfer of the same, be and stand continue to be valid and subsisting and be considered as resolutions of the Transferee Company and if any such resolutions have any monetary limits approved under the provisions of the Act, then the said limits shall be added to the limits, if any, under like resolutions passed by the Transferee Company and shall constitute the aggregate of the said limits in the Transferee Company.

9.12 upon the Scheme becoming effective, the Transferee Company shall be entitled to without limitation, operate the Bank accounts, including transacting in cash, cheque, NEFT, RTGS, or any other electronic mode, intra company, inter company, other settlements, availing and utilizing any limits, issuing or receiving any guarantee of the Transferor Company or carry out any other transaction as it deems fi t.

9.13 all books, records, fi les, papers, engineering and process information, catalogues, quotations, advertising materials, if any, lists of present and former clients, whether in physical or electronic form, of the Transferor Company to the extent possible and permitted under Applicable Law, be handed over to the Transferee Company.

10. Without prejudice to the generality of clause 8 above, upon the Scheme coming into effect and with effect from the Appointed Date:

10.1 all the liabilities including secured and unsecured debts (whether in Indian Rupees or foreign currency), sundry creditors, contingent liabilities, reserves, provisions and funds, duties and obligations (whether or not provided in the books of the Transferor Company) of the Transferor Company, of every kind, nature and description whatsoever and howsoever arising, raised, incurred or utilised for its business activities and operations shall, under the provisions of Sections 230 to 232 of the Act and other applicable provisions of Act, and all other provisions of Applicable Law, if any, without any further act, instrument, deed, cost or charge and without any notice or other intimation to any third party for the transfer of the same, be and stand transferred to and vested in and/or be deemed to have been transferred to and vested in the Transferee Company, and the same shall be assumed by the Transferee Company, to the extent they are outstanding on the Effective Date, and shall become on and from the Appointed Date the liabilities

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of the Transferee Company on the same terms and conditions as were applicable to the Transferor Company, and the Transferee Company alone shall meet, discharge and satisfy the same. The Scheme shall not in any manner affect the rights and interests of the creditors of the Transferor Company or be deemed to be prejudicial to their interests and in particular the statutory creditors of the Transferor Company shall continue to enjoy and hold charge upon their respective securities and properties. Transferee Company may at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under any law or otherwise, execute Deeds of Confi rmation, in favor of any of the creditors of the Transferor Company or in any other party to any contract or arrangement to which Transferor Company or Transferee Company is a party to, or any writings as may be necessary to be executed in order to give formal effect to the above provisions

10.2 all inter-se liabilities, between Transferor Company and Transferee Company, if any, due or outstanding or which may at any time immediately prior to the Effective Date become due or remain outstanding, shall stand cancelled and be deemed to have been discharged by such cancellation and consequently, there shall remain no inter-se liability between them as of Effective Date and corresponding effect shall be given in the books of account and records of Transferee Company.

10.3 all the existing Encumbrances, if any, existing prior to the Effective Date on the assets of the Transferor Company which secure or relate to the liabilities of the Transferor Company shall without any further act, instrument, deed, cost or charge and without any notice or other intimation to any third party for transfer of the same, continue to relate and attach to only such assets or any part thereof to which they are related or attached prior to the Effective Date and are transferred to the Transferee Company. It is clarifi ed that the aforesaid Encumbrances shall not extend to any assets of the Transferor Company which were earlier not encumbered or to the existing assets of the Transferee Company unless specifi cally agreed to by Transferee Company with such secured creditors and subject to the consents and approvals of the existing secured creditors of Transferee Company, if any.

10.4 any reference, in any security documents or arrangements (to which the Transferor Company is a party), to the Transferor Company and assets and properties of Transferor Company, shall be construed as a reference to the Transferee Company and the assets and properties of the Transferor Company transferred to the Transferee Company pursuant to this Scheme.

10.5 without prejudice to the foregoing provisions, the Transferee Company/the Transferor Company may execute any instruments or documents or do all such acts and deed as may be considered appropriate, including the fi ling of necessary particulars and/or modifi cation(s) of charge, with the Registrar of Companies to give formal effect to the above provisions, if required.

10.6 the provisions of this clause 10 shall operate notwithstanding anything to the contrary contained in any instrument, deed, document or writing or the terms of sanction or issue or any security document; all of which instruments, deeds, documents or writings shall stand modifi ed and/or superseded by the foregoing provisions.

11. Employees

11.1 All the employees, staff and workmen if any, employed with the Transferor Company, shall become employees, staff and workmen of and be engaged by the Transferee Company, with effect from the Scheme coming into effect, on terms and conditions which, as a result, shall be no less favourable than those on which they are currently engaged by the Transferor Company, without any interruption of service as a result of the Merger by absorption and transfer and without any further act, deed or instrument on the part of the Transferor Company or the Transferee Company.

11.2 All contributions made by the Transferor Company on behalf of its employees, staff and workmen and all contributions made by the employees, staff and workmen including the interests arising thereon, to the funds and standing to the credit of such employee’s, staff’s and workman’s account with such funds, shall, upon this Scheme becoming effective, be transferred to the Transferee Company along with such of the investments made by such funds which are referable and allocable to the employees, staff and workmen of the Transferor Company and the Transferee Company shall stand substituted for the Transferor Company with regard to the obligation to make the said contributions.

11.3 With regards to provident fund, gratuity fund, superannuation fund, leave encashment and any other special scheme or benefi ts created or existing for the benefi t of employees, staff and workmen of the Transferor Company, upon Part II of the Scheme becoming effective, shall be continued on no less favourable terms and conditions by the Transferee Company and, the Transferee Company shall stand substituted for the Transferor Company for all purposes and intents, whatsoever, relating to the administration or operations of such schemes or funds or in relation to the obligation to make contributions to the said funds, in accordance with the provisions of Applicable Law or otherwise. It is the intent that all the rights, duties, powers and obligations of the Transferor Company in relation to such fund or funds shall become those of the Transferee Company without need of any fresh approval from any statutory authority. It is hereby clarifi ed that upon the Scheme becoming effective, the aforesaid benefi ts or schemes shall continue to be provided to such employees, staff and workmen and the services of all such employees, staff and workmen of the Transferor Company for such purpose shall be treated as having been continuous.

11.4 The Transferee Company agrees that the services of all employees, staff and workmen of the Transferor Company, prior to the transfer, shall be taken into account for the purposes of all benefi ts to which such employees, staff and workmen may be eligible, including in relation to the level of remuneration and contractual and statutory benefi ts, incentive plans, terminal benefi ts, gratuity plans, superannuation, provident fund and other retirement benefi ts and accordingly, such benefi ts shall be reckoned from the date of their respective appointment in the Transferor Company. The Transferee Company undertakes to pay the same, as and when payable under Applicable Law.

11.5 The Transferor Company will transfer/handover to the Transferee Company, copies of employment information of all such transferred employees, staff and workmen of the Transferor Company, including but not limited to, personnel fi les (including

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hiring documents, existing employment contracts, and documents refl ecting changes in an employee’s, , staff’s and workman’s position, compensation, or benefi ts), payroll records, medical documents (including documents relating to past or ongoing leaves of absence, on the job injuries or illness, or fi tness for work examinations), disciplinary records, supervisory fi les and all forms, notifi cations, order and contribution/identity cards issued by the concerned authorities relating to benefi ts transferred pursuant to this sub-clause.

11.6 The Transferee Company shall continue to abide by any agreement(s)/settlement(s) entered into by the Transferor Company with employees, staff and workmen of the Transferor Company which are subsisting or having effect immediately prior to the Appointed Date and continuing from the Appointed Date till the Effective Date.

11.7 Any disciplinary action initiated by the Transferor Company against any employee, staff and workman of the Transferor Company shall have full force, effect and continuity as if it was initiated by the Transferee Company instead of the Transferor Company.

12. Legal Proceedings

12.1 All proceedings of whatsoever nature (legal, quasi-judicial and others, including any suits, appeals, arbitrations, execution proceedings, revisions, writ petitions, if any) by or against the Transferor Company, shall not abate, be discontinued or be in any way prejudicially affected by reason of the Merger by absorption or anything contained in this Scheme, but the said proceedings shall until Effective Date, be continued, prosecuted and enforced, by or against the Transferor Company, as if this Scheme had not been made.

12.2 Upon the coming into effect of this Scheme, all suits, actions, and other proceedings including legal and taxation proceedings, (including before any statutory or quasi-judicial authority or arbitrator or tribunal) by or against, the Transferor Company, whether pending and/or arising on or before the Effective Date shall be continued and/or enforced by or against the Transferee Company and in the same manner and to the same extent as if the same had been instituted and/or pending and/or arising by or against the Transferee Company.

12.3 The Transferee Company undertakes to have accepted on behalf of itself, all suits, claims, actions and legal proceedings initiated by or against the Transferor Company, transferred to its name and to have the same continued, prosecuted and enforced by or against the Transferee Company.

13. The experience, track record and credentials of the Transferor Company in relation to the supply of products, equipment and services to various authorities, agencies and clients prior to its Merger by absorption by the Transferee Company shall be taken into account and treated and recognised as the experience, track record and credentials of the Transferee Company including for the purpose of eligibility, standing, evaluation and participation of the Transferee Company in all existing and future bids, tenders and contracts of such authorities, agencies and clients.

14. The Transferor Company and/or the Transferee Company, as the case may be, shall, at any time after the Effective Date, in accordance with the provisions hereof, if so required under any law or otherwise, execute appropriate deeds and/or documents of confi rmation or other writings or arrangements with any party to any contract or arrangement in relation to which the Transferor Company is a party, including any fi lings with the Appropriate Authorities, in order to give formal effect to the above provisions. The Transferee Company shall, for this purpose, under the provisions hereof, be deemed to have been authorized to execute any such deeds, documents and writings for and on behalf of the Transferor Company and to carry out or perform all such formalities or compliances referred to above or otherwise required to be carried out or performed on the part of the Transferor Company.

15. On or after the Effective Date, the Transferor Company and the Transferee Company are expressly permitted to revise its fi nancial statements and returns along with prescribed forms, fi lings and annexures under the Income Tax Act, 1961(including for the purpose of re-computing tax on book profi ts and claiming other tax benefi ts), Goods & Services Tax law and other tax laws, and to claim refunds and/or credits for taxes paid, and to claim tax benefi ts etc. and for matters incidental thereto, if required to give effect to the provisions of the Scheme from the Appointed Date

16. The Transferor Company and/or the Transferee Company, as the case may be, shall, at any time after the Effective Date, in accordance with the provisions hereof, if so required under any law or otherwise, do all such acts or things as may be necessary for transfer/vesting of the Government Approvals, sanctions, consents, exemptions, rebates, registrations, no-objection certifi cates, permits, quotas, rights, entitlements, licenses and certifi cates which were held or enjoyed by the Transferor Company including its business and operations, into the Transferee Company. It is hereby clarifi ed that if the consent of any third party or authority is required to give effect to the provisions of this clause, the said third party or authority shall make and duly record the necessary substitution/endorsement in the name of the Transferee Company pursuant to the sanction of this Scheme by NCLT, and upon the Scheme becoming effective in accordance with the terms hereof. For this purpose, the Transferee Company (including its successors and assigns) shall, if and as required, fi le, appropriate applications/documents etc. with Appropriate Authorities concerned for information and record purposes. The Transferee Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such applications/documents etc. for and on behalf of the Transferor Company and to carry out or perform all such acts, formalities or compliances referred to above as may be required in this regard.

17. Upon the Scheme becoming effective, the Transferee Company shall be entitled to without limitation, operate the Bank accounts, including transacting in cash, cheque, NEFT, RTGS, or any other electronic mode, intra company, inter company, other settlements, availing and utilizing any limits, issuing or receiving any guarantee of the Transferor Company or carry out any other transaction as it deems fi t.

18. For the purpose of giving effect to the Merger by absorption order passed under Sections 230 to 232 of the Act (and other applicable provisions) in respect of this Scheme by the Hon’ble National Company Law Tribunal, Mumbai Bench, the Transferee Company shall,

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at any time pursuant to the orders on this Scheme, be entitled to get the recordal of change in the legal right(s) upon the Merger by absorption of the Transferor Company, in accordance with the provisions of Sections 230 to 232 of the Act. The Transferee Company shall be authorized to execute any pleadings, applications, forms, etc., as are required to remove any diffi culties and carry out any formalities or compliance as are necessary for the implementation of this Scheme.

19. Upon this Scheme becoming effective, the Transferee Company unconditionally and irrevocably agrees and undertakes to pay, discharge and satisfy all liabilities and obligations of the Transferor Company, pertaining to the period subsequent to the Appointed Date, in order to give effect to the foregoing provisions.

20. The Transferee Company is commercially solvent and their respective undertaking(s) can fully take care and honour its creditors, if any, and all liabilities, therefore by virtue of Merger by absorption of the Transferor Company by the Transferee Company, the creditors, if any, of the Transferor Company shall not be affected in any manner whatsoever.

21. Further, the Transferee Company has a substantial capital and operation base and therefore upon the Merger by absorption of the Transferor Company by the Transferee Company, the creditors, if any, of the respective Transferor Company also shall not be affected in any manner whatsoever.

22. Conduct of Business

With effect from the Appointed Date and up to and including the Effective Date:

22.1 The Transferor Company shall carry on and be deemed to have carried on all business and activities and shall hold and stand possessed of and shall be deemed to hold and stand possessed of all its estates, assets, rights, title, interest, authorities, contracts, investments and strategic decisions for and on account of, and in trust for, the Transferee Company;

22.2 All obligations, liabilities, duties and commitments attached, shall be undertaken and shall be deemed to have been undertaken by the Transferor Company for and on account of and in trust for the Transferee Company;

22.3 All profi ts and income accruing or arising to or losses and expenses arising, incurred or accruing to the Transferor Company, for the period commencing from the Appointed Date, shall for all purposes be treated as and be deemed to be the profi ts, income, losses or expenses, as the case may be, of the Transferee Company;

22.4 Any of the rights, powers, authorities or privileges exercised by the Transferor Company, shall be deemed to have been exercised by the Transferor Company for and on behalf of, and in trust for and as an agent of the Transferee Company. Similarly, any of the obligations, duties and commitments that have been undertaken or discharged by the Transferor Company, shall be deemed to have been undertaken for and on behalf of and as an agent of the Transferee Company;

22.5 All Taxes, where applicable, payable by or refundable to the Transferor Company including all or any Tax refunds or Tax liabilities or Tax claims arising from pending Tax proceedings, under Applicable Law, on or before the Effective Date, shall be treated as or deemed to be treated as the Tax liability or Tax refunds/ Tax claims (whether or not recorded in the books of the Transferor Company) as the case may be, of the Transferee Company.

22.6 The Transferor Company may raise or utilize loans from the Transferee Company or discharge loans or interest amounts (if any) due or payable or which may at any time prior to the Effective Date become due or payable to the Transferee Company.

22.7 With effect from the Appointed Date, Transferor Company has carried on and hereafter undertakes to carry on its business with reasonable diligence and utmost business prudence. From the date of the acceptance of this Scheme by the respective Board of Transferor Company and Transferee Company, Transferor Company shall not alienate, charge, encumber, mortgage or otherwise deal with the assets or any part thereof, without the prior written consent of Transferee Company, save and except in the ordinary course of business, or pursuant to any pre-existing obligation by Transferor Company prior to the Appointed Date

23. Saving of Concluded Transactions

Subject to the terms of the Scheme, the transfer and vesting of the Transferor Company as per the provisions of the Scheme shall not affect any transactions or proceedings already concluded by the Transferor Company on or before the Appointed Date or after the Appointed Date until the Effective Date, to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things made, done and executed by the Transferor Company or its predecessors as acts, deeds and things made, done and executed by or on behalf of the Transferee Company.

24. Consideration

24.1 Upon this Scheme becoming effective, shares held as investments in the Transferor Company by the Transferee Company (either held in its own name or through its nominee (s)), shall stand cancelled in their entirety, without any further act, instrument or deed.

24.2 Further, upon the Scheme becoming effective, and in consideration of the transfer of all the assets and liabilities of the Transferor Company to Transferee Company and in terms of the Scheme, the Transferee Company shall, without any further application, act, instrument, deed, issue and allot to the equity shareholders of the Transferor Company (whose names are registered in the register of members of the Transferor Company on the record date, or his/her legal heirs, executors or administrators or, as the case may be, successors), in the following manner:

35

12531 equity shares of face value of Rs 10/- (Rupees Ten ) each credited as fully paid up of the Transferee Company for every 100 (One Hundred) fully paid up equity shares of face value of Rs 10/- (Rupees Ten Only) each held in the Transferor Company.

24.3 The ratio in which the new equity shares of the Transferee Company are to be issued and allotted to the equity shareholders of the Transferor Company is herein referred to as “Share Exchange Ratio”. The aforesaid share exchange ratio has been approved by the Board of Directors of the Transferor Company and Transferee Company as being a fair share exchange ratio as recommended by a reputed independent fi rm of Chartered Accountants vide their valuation report dated January 30, 2018.

24.4 Under and pursuant to the Merger by absorption of the Transferor Company by Transferee Company, no fractional shares shall be issued by the Transferee Company in respect of the fractional entitlements, if any, of the shareholders of the Transferor Company.

24.5 The Transferee Company shall, to the extent required, increase its Authorized Share Capital in order to issue Equity Shares under this Scheme. Further, the Transferee Company shall comply with the provisions of the Act to increase its Authorized Share Capital.

24.6 In case any member’s holding in the Transferor Companies is such that the member becomes entitled to a fraction of an equity share of the Transferee Company, the Transferee Company shall not issue fractional share certifi cates to such member but shall consolidate such fractions and issue consolidated equity shares to a trustee nominated by the Transferee Company in that behalf, who shall sell such shares and distribute the net sale proceeds (after deduction of the applicable taxes and expenses incurred) to the shareholders respectively entitled to the same in proportion to their fractional entitlements.

24.7 All Equity Shares to be issued and allotted by the Transferee Company in terms hereof shall rank pari passu in all respects including dividend from the date of their allotment in terms of the Scheme with the existing Equity Shares of the Transferee Company. The holders of the equity shares of the Transferor Companies shall, save as expressly provided otherwise in this Scheme continue to enjoy their existing rights including the right to receive dividends from the respective Transferor Companies, till the Effective Date. The holders of Equity Shares issued pursuant to the Scheme by the Transferee Company will not be entitled to receive the benefi t of any dividends declared/ paid by the Transferee Company between the Appointed Date and Record Date.

24.8 The shares or the share certifi cates of the Transferor Company in relation to the equity shares held by their respective members shall, without any further application, act, instrument or deed, be deemed to have been automatically cancelled and be of no effect on and from the Record Date.

24.9 The Transferee Company shall issue to the eligible shareholders of the Transferor Company, whose names appears on the register of members of the respective Transferor Companies on the Record Date, share certifi cates in respect of the shares to which they are entitled in accordance with the Scheme. The members shall be required to have an account with a depository participant and shall provide details thereof and such other confi rmations as may be required. It is only thereupon that the Transferee Company shall issue and directly credit the dematerialized securities account of such member with the shares of the Transferee Company. It is clarifi ed that each of the members holding shares in the Transferor Companies in dematerialised form shall be issued the shares of the Transferee Company in dematerialised form as per the records maintained by the depositories on the Record Date.

24.10 The Equity Shares of the Transferee Company issued in terms of the provisions of this Scheme above to the eligible members of the Transferor Company, shall subject to applicable laws, be listed and/ or admitted to trading on the relevant stock exchange(s), where the Equity Shares of the Transferee Company are listed and/or admitted to trading. The Transferee Company shall enter into such arrangement and issue such confi rmations and/or undertakings as may be necessary in accordance with the applicable law or regulation for the above purpose.

25. Accounting Treatment in the books of the Transferee Company

Notwithstanding anything to the contrary, upon the Scheme becoming effective, the Transferee Company shall give effect to the accounting treatment in its books of account in accordance with “Indian Accounting Standard (Ind-AS)- 103 - Business Combination” and other applicable Ind-AS prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and other generally accepted accounting principles as applicable on the Effective Date.

26. Winding Up

Upon the Scheme becoming effective, the Transferor Company shall without any further act, instrument or deed stand dissolved without being wound-up.

27. Compliance with Section 2(1B) of the Income Tax and provisions of Section 232 of the Act

The provisions of this Scheme as they relate to the Merger by absorption of the Transferor Company by the Transferee Company have been drawn up to comply with the conditions relating to “amalgamation” as defi ned under Section 2(1B) of the Income tax Act. If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said section of the Income Tax Act, at a later date including resulting from an amendment of law or for any other reason whatsoever, the provisions of the said section of the Income Tax Act, shall prevail and the provisions of this Part II of the Scheme shall stand modifi ed to the extent determined necessary to comply with Section 2(1B) of the Income Tax Act. Such modifi cation will, however, not affect the other parts of the Scheme.

28. Combination of Authorised Share Capital

28.1 As an integral part of the Scheme, and upon the coming into effect of the Scheme, the authorized share capital of the Transferor Company shall stand transferred to and be added with the authorized share capital of the Transferee Company without any liability for payment of any additional registration fees and stamp duty pursuant to the provisions of Sections 13, 14, 61 and Section 232(3) of the Act and no resolutions or consent and approvals would be required to be passed by the Transferee Company.

36

PART III GENERAL TERMS AND CONDITIONS

29. Conditions to effectiveness of the Scheme

29.1 This Scheme is and shall be conditional upon and subject to:

29.1.1 Shareholder and Creditor approval: This Scheme being approved by the respective requisite majorities of the various classes of shareholders and/or creditors, as applicable, of FMNL and SSCPL as required under the Act, and as directed by NCLT or dispensation having been received from NCLT in relation to obtaining such consent from the shareholders and/or creditors, as applicable;

29.1.2 Stock Exchanges Approval. The Transferor Company shall have received observation letter or no-objection letter from BSE and NSE in respect of the Scheme under the SEBI Circular which shall be in form and substance acceptable to FMNL and SSCPL, each acting reasonably and in good faith;

29.1.3 NCLT Sanction: NCLT having accorded sanction to the Scheme and if any modifi cations have been prescribed the same being acceptable to FMNL and SSCPL;

29.1.4 Certifi ed copies of the Order of NCLT sanctioning the Scheme being fi led with the Registrar of Companies, Mumbai; and

29.1.5 Such other approvals and sanctions of any Appropriate Authority as may be required by law in respect of the Scheme.

30. In case any doubt or difference or issue shall arise between the Parties hereto or any of their Shareholders, creditors, employees and/or persons entitled to or claiming any right to any shares in the Transferor Company or Transferee Company as to the construction thereof or as to any account, valuation or apportionment to be taken or made of any asset or liability transferred to the Transferee Company or as to anything else contained in or relating to or arising out of this Scheme, the same shall be referred to arbitration. The arbitration proceedings shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 and the award passed by the arbitrators shall be fi nal and binding on all concerned.

31. In the event of any inconsistency between any of the terms and conditions of any earlier arrangement between the Transferee Company and the Transferor Company and their respective shareholders and creditors and the terms and conditions of this Scheme, the latter shall prevail.

32. Applications/Petitions to NCLT

FMNL and SSCPL shall make and fi le all applications and petitions under Sections 230 to 232 of the Act before NCLT, for sanction of this Scheme under the provisions of law, and shall apply for such approvals as may be required under law.

33. Dividend

33.1 During the pendency of the Scheme, the Transferor Company and Transferee Company shall be entitled to declare and pay dividends, whether interim and/or fi nal, to their members in respect of the accounting period prior to the Effective Date.

33.2 The shareholders of the Transferee Company, Transferor Company and Transferee Company shall, save as expressly provided otherwise in this Scheme, continue to enjoy their existing rights under their respective Articles of Association including the right to receive dividends.

33.3 Transferor Company and Transferee Company shall be entitled to declare dividend only out of disposable profi t earned by the respective companies during the relevant fi nancial year and shall not transfer any amount from the reserves for the purposes of payment of dividend.

33.4 The dividend shall be declared by Transferor Company and/or Transferee Company only by mutual agreement between the Board of Directors of the companies.

33.5 It is clarifi ed that the aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any member of the Transferor Company and Transferee Company to demand or claim any dividends which, subject to the provisions of the Act, as applicable, shall be entirely at the discretion of the Board of Directors, subject to such approval of the members, as may be required.

34. Each of the Transferor Company and Transferee Company by their respective Boards of Directors or any committee thereof or any Director authorised in that behalf ( “Delegate”) may together assent to, or make from time to time, any modifi cations or amendments or additions to this Scheme which NCLT or any Appropriate Authority may deem fi t to approve of or impose and which the companies may in their discretion accept, or such modifi cations or amendments or additions as the companies or as the case may be, their respective Delegates deem fi t, or require for the purpose of resolving any doubts or diffi culties that may arise in carrying out the purpose of this Scheme and as approved by NCLT, and the companies by their respective Board of Directors or Delegates are authorised to do and execute all acts, deed, matters and things necessary for bringing this Scheme into effect, or review the position relating to the satisfaction of the conditions of this Scheme and if necessary, waive any of such conditions (to the extent permissible under law) for bringing this Scheme into effect. The aforesaid powers of the companies may be exercised by the Delegate of the respective companies. It is clarifi ed that any modifi cation or amendment to the Scheme by the companies, after the sanction by NCLT, shall only be made with the prior consent of NCLT.

37

35. For the purpose of giving effect to this Scheme or to any modifi cations or amendments thereof or additions thereto, the Delegates (acting jointly) of the companies may give and are authorised to determine and give all such directions as are necessary including directions for settling or removing any question on doubt or diffi culty that may arise and such determination or directions, as the case may be, shall be binding on all parties, in the same manner as if the same were specifi cally incorporated in this Scheme.

36. Withdrawal of the Scheme

36.1 The Transferor Company and /or the Transferee Company acting through their respective Board of Directors shall each be at liberty to withdraw from this Scheme in case any condition or alteration imposed by any NCLT/Appropriate Authority/person or otherwise is unacceptable to any of them or for any reason whatsoever.

36.2 In the case of withdrawal from the Scheme under clause 36.1, no rights and liabilities whatsoever shall accrue to or be incurred inter se the Transferor Company and Transferee Company and their respective shareholders, creditors, employees or any other person save and except in respect of any act or deed done prior thereto as contemplated in this Scheme or as to any right liability or obligation that has accrued or arisen pursuant thereto and which shall be governed, worked out and preserved as specifi cally provided in the Scheme or in accordance with Applicable Law.

37. Severability

Each provision or part of this Scheme is independent and is severable. Any failure of any one provision or part of this Scheme for lack of necessary approval from the shareholders/ creditors/ Appropriate Authorities or for any other reason that the Board of Directors may deem fi t shall not result in the whole Scheme failing. It shall be open to the Board of Directors concerned to consent to sever such provision(s) or part(s) of the Scheme and implement the rest of the Scheme with such modifi cation.

38. Costs

38.1 In the event of the Scheme not being sanctioned by NCLT, the Scheme shall become null and void and each party shall bear and pay its respective costs, charges and expenses for and/or in connection with the Scheme.

38.2 Subject to Clause 38.1 above, all costs, charges and expenses (including, but not limited to, any Taxes and duties, stamp duty, registration charges) payable in relation to or in connection with the Scheme and or carrying out and completing the terms and provisions of the Scheme and/or incidental to the completion of the Scheme shall be borne and paid solely by FMNL.

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Annexure 2

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Annexure 3

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Annexure 4

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Annexure 5

Regd. Office: Exchange Plaza, Plot No. C/1, G-Block, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051, India CIN: U67120MH1992PLC069769 Tel: +91 22 26598235/36 , 26598346, 26598459 /26598458 Web site: www.nseindia .com

Ref: NSE/LIST/46710 May 10, 2018

The Company Secretary & Compliance Officer Future Market Networks Limited Knowledge House, Jogeshwari-Vikhroli Link Road, Jogeshwari(E), Mumbai 400 060.

Kind Attn.: Mr. Anil Cherian Dear Sir, Sub: Observation Letter for Merger by Absorption of Star Shopping Centres Private Limited by Future Market Networks Limited and their respective shareholders and creditors We are in receipt of the Merger by Absorption of Star Shopping Centres Private Limited by Future Market Networks Limited and their respective shareholders and creditors vide application dated February 20, 2018. Based on our letter reference no Ref: NSE/LIST/15305 submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 , SEBI vide letter dated May 04, 2018, has given following comments:

a. The Company shall disclose that additional information, if any, submitted by the Company, after filing the scheme with the stock exchange, from the receipt of this letter is displayed on the website of the listed company.

b. The Company shall duly comply with various provisions of the Circulars.

c. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT.

d. It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/ representations.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of regulation 11 of SEBI (LODR) Regulation, 2015, we hereby

-to enable the Company to file the draft scheme with NCLT. However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines / Regulations issued by statutory authorities.

This Document is Digitally Signed

Signer: Divya Babu PoojariDate: Thu, May 10, 2018 18:26:05 ISTLocation: NSE

59

2

Regd. Office: Exchange Plaza, Plot No. C/1, G-Block, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051, India CIN: U67120MH1992PLC069769 Tel: +91 22 26598235/36 , 26598346, 26598459 /26598458 Web site: www.nseindia .com

Continuation Sheet

May 10, 2018, within which the scheme shall be submitted to NCLT. Yours faithfully, For National Stock Exchange of India Ltd. Divya Poojari Sr. Manager P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL http://www.nseindia.com/corporates/content/further_issues.htm

This Document is Digitally Signed

Signer: Divya Babu PoojariDate: Thu, May 10, 2018 18:26:05 ISTLocation: NSE

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Annexure 6A

61

Annexure 6B

62

Annexure 7

FUTURE MARKET NETWORKS LIMITEDREPORT ADOPTED BY THE BOARD OF DIRECTORS OF FUTURE MARKET NETWORKS LIMITED (“APPLICANT COMPANY” / “TRANSFEREE COMPANY” / “FMNL”) AT ITS MEETING HELD ON JANUARY 30, 2018, EXPLAINING THE EFFECT OF THE SCHEME OF MERGER BY ABSORPTION OF STAR SHOPPING CENTRES PRIVATE LIMITED (“TRANSFEROR COMPANY” / “STAR”) BY FUTURE MARKET NETWORKS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS (“SCHEME”) ON EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS.Background:The proposed Scheme of Merger by absorption of Star Shopping Centres Private Limited (“Transferor Company” / “Star”), with Future Market Networks Limited (“Applicant Company” / “Transferee Company” / “FMNL”) and their respective shareholders and creditors (“Scheme”) under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“the Act”) was approved by the Board of Directors of the Applicant Company at its meeting held on January 30, 2018.As required under the provisions of Sections 232 (2) (c) of the Act, a report explaining effect of compromise on each class of shareholders, key managerial personnel, promoters and non – promoter shareholders laying out in particular the share exchange ratio, is required to be circulated to the shareholders along with the notice convening the meeting of equity shareholders and creditors of the Company.Having regard to the aforesaid provisions, the following was discussed and adopted by the Board of Directors of the Company:Disclosure about the effect of the Scheme on the following persons of the Applicant Company:S.No Category of

StakeholdersEffect of the Scheme on Stakeholders

1. Shareholders The Applicant Company only has equity shareholders and does not have any preference shareholders. Upon the Scheme becoming effective, the consideration towards Merger by Absorption of the Transferor Company (as defi ned in the Scheme) by the Applicant Company shall be made without any further application, act, instrument or deed, issue and allot Equity Shares of the Applicant Company in the following manner: “12,531 (twelve thousand fi ve hundred thirty one) equity shares in the Applicant Company of face value ̀ 10 (Rupees Ten only) each credited as fully paid up for every 100 (Hundred) equity share of face value ` 10 (Rupees Ten only) each fully paid up held by such eligible member in the Transferor Company (the “Share Entitlement Ratio”) as on the Record Date”.The equity shares issued and allotted by the Applicant Company in terms of this Scheme shall rank pari passu in all respects with the then existing equity shares of the Applicant Company.Further, the authorized share capital of the Applicant Company will be increased to ` 90,39,00,000/- (Rupees Ninety Crores and Thirty Nine Lakhs), divided into equity share capital of ` 90,34,00,000/- (Rupees Ninety Crores Thirty Four Lakhs Only), comprising of 9,03,40,000 (Nine Crores Three Lakhs Forty Thousand) equity shares of `10/- (Rupees Ten only) each and preference share capital of ` 5,00,000/- (Rupees Five Lakhs Only), comprising of 5,000 (Five Thousand) preference shares of `100/- (Rupees Hundred only) each, in accordance with the provisions of the Act, pursuant to the Scheme.Thus, the Scheme will not have any adverse effect on the equity shareholders.

2. Promoters Upon the Scheme becoming effective and as an integral part of the Scheme, such number of shares as are issued and allotted to the eligible shareholders of the Transferor Company, the Promoter Shareholding will be reduced to 71.57% from existing 73.16%.

3. Non-Promoter Shareholders

Please refer to point (1) above for details regarding effect on the shareholders.

4. Key Managerial Personnel (“KMPs”) / Directors

The key managerial personnel of the Applicant Company (“KMPs”) and directors shall continue as key managerial personnel and directors respectively of the Applicant Company after effectiveness of the Scheme. The KMPs/directors are not affected pursuant to the Scheme.The Transferor Company is a Subsidiary of the Applicant Company and Mr. Vijai Singh Dugar, Mr. Sunil Biyani and Mr. Pramod Arora are representing the Applicant Company on the Board of the Transferor Company.

5. Creditors Pursuant to the Scheme, there is no arrangement with the creditors, either secured or unsecured, of the Applicant Company. The liability of the Applicant Company towards its creditors shall not undergo any change pursuant to the Scheme.

6. Depositors Not Applicable. The Applicant Company does not have any Depositors.7. Debenture Holders Not Applicable. The Applicant Company has not issued any Debentures.8. Deposit Trustee and

Debenture TrusteeNot Applicable

9. Employees The Scheme in no manner whatsoever affects the terms and conditions of employment of the employees of the Applicant Company

By order of the Board

For Future Market Networks Limited

Sd/-

Pramod AroraWhole-time DirectorDIN: 02559344

Date: January 30, 2018Place: Mumbai

63

Annexure 8STAR SHOPPING CENTRES PRIVATE LIMITED

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF STAR SHOPPING CENTRES PRIVATE LIMITED (“TRANSFEROR COMPANY”/“STAR”) AT ITS MEETING HELD ON JANUARY 30, 2018, EXPLAINING THE EFFECT OF THE SCHEME OF MERGER BY ABSORPTION OF STAR SHOPPING CENTRES PRIVATE LIMITED BY FUTURE MARKET NETWORKS LIMITED (“APPLICANT COMPANY”/“TRANSFEREE COMPANY”/”FMNL”) AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS (“SCHEME”) ON EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS.Background:The proposed Scheme of Merger by absorption of Star Shopping Centres Private Limited (“Transferor Company” / “Star”), by Future Market Networks Limited (“Applicant Company”/“Transferee Company”/“FMNL”) and their respective members and creditors (“Scheme”) under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“the Act”) was approved by the Board of Directors of Star at its meeting held on January 30, 2018.As required under the provisions of Sections 232 (2) (c) of the Act, a report explaining effect of compromise on each class of shareholders, key managerial personnel, promoters and non – promoter shareholders laying out in particular the share exchange ratio, is required to be circulated to the shareholders along with the notice convening the meeting of equity shareholders and creditors of the Company.Having regard to the aforesaid provisions, the following was discussed and adopted by the Board of Directors of Star:Disclosure about the effect of the Scheme on the following persons of the Transferor Company:S.No Category of

StakeholdersEffect of the Scheme on Stakeholders

1. Shareholders As on March 31, 2018, the Applicant Company has only equity shareholders and no preference shareholders. Upon the Scheme becoming effective, the consideration towards Merger by Absorption of the Transferor Company (as defi ned in the Scheme) by the Applicant Company shall be made without any further application, act, instrument or deed, issue and allot Equity Shares of the Applicant Company in the following manner: “12,531 (twelve thousand fi ve hundred thirty one) equity shares in the Applicant Company of face value ` 10 (Rupees Ten only) each credited as fully paid up for every 100 (Hundred) equity share of face value ` 10 (Rupees Ten only) each fully paid up held by such eligible member in the Transferor Company (the “Share Entitlement Ratio”) as on the Record Date”.The Applicant Company holds 60% of the issued, subscribed and paid up share capital of the Transferor Company. The shares held by the Applicant Company in the Transferor Company shall stand cancelled without any further act or deed.The equity shares issued and allotted by the Applicant Company in terms of this Scheme shall rank pari passu in all respects with the then existing equity shares of the Applicant Company.The existing issued, subscribed and paid-up share capital of the Transferor Company shall stand cancelled without any further act or deed immediately following the issuance of shares by the Applicant Company to the eligible shareholders of the Transferor Company pursuant to and in accordance with provisions of the Scheme.Thus, the Scheme will not have any adverse effect on the equity shareholders.The Scheme is in the best interests of the shareholders of the Applicant Company.

2. Promoters Upon effectiveness of the Scheme, the existing issued, subscribed and paid–up share capital of the Transferor Company shall stand cancelled without any further act or deed, immediately following the issuance of shares by Applicant Company to the eligible shareholders of the Transferor Company.

3. Non-Promoter Shareholders

The Applicant Company holds 60% of the issued, subscribed and paid up share capital of the Transferor Company. The shares held by the Applicant Company in the Transferor Company shall stand cancelled without any further act or deed immediately following the issuance of shares by the Applicant Company to the eligible shareholders of the Transferor Company pursuant to and in accordance with provisions of the Scheme.

4. Key Managerial Personnel (“KMPs”)/ Directors

Mr. Pranay Sinha and Ms. Shilpa Malik are the promoters of the Transferor Company. They are on the Board of the Transferor Company and holds 5000 equity shares each, 20% of the issued, subscribed and paid up share capital of the Transferor Company. The shares held by them in the Transferor Company shall stand cancelled without any further act or deed immediately following the issuance of shares by the Applicant Company to them pursuant to and in accordance with provisions of the Scheme.Other than such allotment of shares, the KMPs/directors are not affected pursuant to the Scheme.Mr. Vijai Singh Dugar, Mr. Sunil Biyani and Mr. Pramod Arora are representing the Applicant Company on the Board of the Transferor Company.

5. Creditors Pursuant to the Scheme, there is no arrangement with the creditors, either secured or unsecured, of the Transferor Company. The liability of the Transferor Company towards its creditors shall be transferred to the Applicant Company pursuant to the Scheme.

6. Depositors Not Applicable7. Debenture

HoldersNot Applicable

8. Deposit Trustee and Debenture Trustee

Not Applicable

9. Employees The employees of the Transferor Company shall be Transferred to the rolls of the Applicant Company in terms of the Scheme.

By order of the BoardFor Star Shopping Centres Private LimitedSd/-Sunil BiyaniDirectorDIN: 00006583Date: January 30, 2018Place: Mumbai

64

Annexure 9A

Standalone Financial Statement of

Future Market Networks Limited

as on March 31, 2018.

65

INDEPENDENT AUDITOR’S REPORTTo the Members of

FUTURE MARKET NETWORKS LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone fi nancial statements of FUTURE MARKET NETWORKS LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profi t and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of signifi cant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone fi nancial statements to give a true and fair view of the fi nancial position, fi nancial performance (including other comprehensive income),cash fl ows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specifi ed in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal fi nancial controls and ensuring their operating effectiveness and the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone

fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone fi nancial statements based on our audit.

We have taken into account the provisions of the Act and the rules made thereunder including the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specifi ed under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone fi nancial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the standalone fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal fi nancial control relevant to the Company’s preparation of the standalone fi nancial statements that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion on the standalone fi nancial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone fi nancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specifi ed under Section 133 of the Act, of the state of affairs of the Company as at March 31, 2018, its profi t (including other comprehensive income), its cash fl ows and changes in equity for the year ended on that date.

Emphasis of Matter

Attention is drawn to Note No. 35 of standalone fi nancial statements.

The Company has sub lease rights with respect to a shopping mall in Mumbai and there were serious disputes amongst the parties under the said arrangement. During the year 2017-18, the parties have arrived at a settlement in a suit fi led by the Company and tendered consent terms with Hon’ble High Court of Bombay in the suit fi led by the Company. The consent terms deals with settlement of long standing dispute between the Company including settlement of past claims of sub lessor and in terms of the settlement entire outstanding till June 30, 2017 is settled for an amount of ` 35.10 Cr, which is payable over

66

a period of 3 years (over and above the existing receivables standing in the books) and the arrangement provides for future lease period and reduced rentals for the sub lease period upto August 2027. The arrangement deals with entitlement of lease rental in respect of premises owned by various third parties and a minority of such third party owners have intervened in the matter raising objections with respect of approval of consent terms by the Hon’ble Court. The Court has taken the consent terms on record but not yet issued an order sanctioning the consent terms. In case, the consent terms are accepted as fi led, the Company will have to honor its payment obligations for the said amount after payments made, if any, and the parties shall be administrated in terms of the said consent terms. However, if the consent terms are not approved as agreed by the parties, it shall be relegated to the original position of the suit fi led by the Company. In view of this, the above has been disclosed as contingent liabilities pending approval of Hon’ble High Court in relation to the consent terms.

Our opinion is not modifi ed in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the “Annexure 1”, a statement on the matters specifi ed in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. The Balance Sheet, the Statement of Profi t and Loss (including other comprehensive income), the Statement of Cash Flow and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid standalone fi nancial statements comply with the Accounting Standards specifi ed under Section 133 of the Act;

e. On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualifi ed as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act;

f. With respect to the adequacy of the internal fi nancial controls over fi nancial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2”.

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its fi nancial position in its standalone fi nancial statements – Refer Note 35 on Contingent Liabilities to the standalone fi nancial statements;

(ii) The Company did not have any long-term contracts including derivative contracts. Hence, the question of any material foreseeable losses does not arise;

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For Viren Gandhi & CoChartered Accountants

ICAI Firm Registration No. 111558W

Chintan GandhiPartner

Membership No.137079Place: MumbaiDate: May 25, 2018

67

ANNEXURE I TO THE AUDITORS’ REPORT(As referred to in paragraph 1 under “Report on Other Legal and Regulatory Requirements” section of our report of even date)

(i) In respect of Fixed Assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fi xed assets.

(b) As explained to us, these fi xed assets have been physically verifi ed by management at regular intervals, which in our opinion is reasonable considering the size of the company and the nature of its assets. The frequency of physical verifi cation is reasonable and no material discrepancies were noticed on such verifi cation.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date.

(ii) In respect of its Inventories:

As explained to us, physical verifi cation of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed on physical verifi cation.

(iii) In respect of the loans, secured or unsecured, granted by the Company to companies, fi rms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013

(a) In our opinion and according to the information given to us, the terms and conditions of the loans given by the Company are prima facie, not prejudicial to the interest of the Company.

(b) The schedule of repayment of principal and payment of interest has been stipulated and repayments of principal amounts and/or receipts of interest have been regular as per stipulations.

(c) There are no overdue amounts as at the year-end in respect of both principal and interest.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013 and accordingly, paragraph 3(v) of the Order is not applicable.

(vi) To the best of our knowledge and as explained, the Central Government has not specifi ed maintenance of cost records under sub-section (1) of section 148 of the Companies Act for the products of the company.

(vii) In respect of statutory dues:

(a) According to the information and explanations given to us and the records of the Company examined by us, the Company is regular in depositing undisputed statutory dues as applicable with the appropriate authorities with respect to Provident Fund, Income-tax, Sales Tax, Value Added Tax, Wealth Tax, Service Tax, Cess and other material statutory dues.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employee’s state insurance, income-tax, sales-tax, service tax, wealth tax, cess and other material statutory dues were outstanding as at March 31, 2018, for a period of more than six months from the date they became payable.

(c) Details of dues of service tax, which have not been deposited as at March 31, 2018 on account of dispute, are given below.

Name of the Statute Nature of the dues Amount (` In Lakhs)

Period to which the amount relates

Forum where dispute is pending

Finance Act, 1994 Service Tax 779.80 Prior to 2014 High Court

The above disputed service tax amount is due and payable by the third party (Refer note 35)

68

(viii) Based on our audit procedures and as per the information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to banks and fi nancial institutions. The Company does not have any loans or borrowings from government and has not issued any debentures. Accordingly, the Paragraph 3(viii) of the order is not applicable to the Company.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments). The Company has also not raised any money by way of term loans during the year.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company by its offi cers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, Managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act

(xii) The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone fi nancial statements as required by the applicable accounting standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause 3(xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence reporting under clause (xv) of Paragraph 3 of the Order is not applicable to the Company

(xvi) The Company is not required to be registered under Section 45-I of the Reserve Bank of India Act, 1934.

For Viren Gandhi & CoChartered Accountants

ICAI Firm Registration No. 111558W

Chintan GandhiPartner

Membership No.137079Place: MumbaiDate: May 25, 2018

69

ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT

Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditor’s Report of even date

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal fi nancial controls over fi nancial reporting of FUTURE MARKET NETWORKS LIMITED (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone fi nancial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal fi nancial controls based on the internal control over fi nancial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting( the “Guidance Note) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal fi nancial controls that were operating effectively for ensuring the orderly and effi cient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable fi nancial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal fi nancial controls over fi nancial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing issued by the ICAI and deemed to be prescribed under Section 143(10) of the Act,, to the extent applicable to an audit of internal fi nancial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal fi nancial controls over fi nancial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal fi nancial controls system over fi nancial reporting and their operating effectiveness.

Our audit of internal fi nancial controls over fi nancial reporting included obtaining an understanding of internal fi nancial controls over fi nancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion on the Company’s internal fi nancial controls system over fi nancial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal fi nancial control over fi nancial reporting is a process designed to provide reasonable assurance regarding the reliability of fi nancial reporting and the preparation of fi nancial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal fi nancial control over fi nancial reporting includes those policies and procedures that :

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly refl ect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of fi nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the fi nancial statements.

70

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal fi nancial controls over fi nancial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal fi nancial controls over fi nancial reporting to future periods are subject to the risk that the internal fi nancial control over fi nancial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal fi nancial controls system over fi nancial reporting and such internal fi nancial controls over fi nancial reporting were operating effectively as at March 31, 2018, based on the internal control over fi nancial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note issued by Institute of Chartered Accountants of India.

For Viren Gandhi & CoChartered Accountants

ICAI Firm Registration No. 111558W

Chintan GandhiPartner

Membership No.137079Place: MumbaiDate: May 25, 2018

71

Balance Sheet as at March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

Notes As at March 31, 2018

As at March 31, 2017

ASSETSNon-current assetsProperty, plant and equipment 3 11,038.95 13,238.76 Investment properties 4 7,468.39 7,604.37 Financial assets

Investments 5 (a) 12,973.40 11,766.58 Loans 5 (c) 4,258.07 4,924.53

Deferred tax assets (net) 6 7,110.20 7,476.18 Other non-current assets 7 4,264.93 4,626.22 Total non-current assets 47,113.94 49,636.64 Current assetsInventories 8 918.71 929.80 Financial assets

Investments 5 (a) 510.54 - Trade receivables 5 (b) 1,573.38 1,361.56 Cash and cash equivalents 5 (d) 742.01 647.16 Bank Balances other than above 5 (e) 7.15 6.68 Loans 5 (c) 7,564.09 7,843.09 Other fi nancial assets 5 (f) 157.61 14.61

Other current assets 7 1,676.79 1,671.76 13,150.28 12,474.66

Assets classifi ed as held for sale 9 6,277.75 7,786.03 Total current assets 19,428.03 20,260.69 Total assets 66,541.97 69,897.33 EQUITY AND LIABILITIESEquity Equity share capital 10 (a) 5,629.13 5,629.13 Other Equity 10 (b) 13,751.99 13,601.42 Total Equity 19,381.12 19,230.55 LiabilitiesNon-current liabilitiesFinancial liabilities

Borrowings 11 (a) 3,505.51 7,764.93 Other fi nancial liabilities 11 (b) 8,895.68 3,853.41

Employee benefi t obligations 12 31.51 21.26 Other non-current liabilities 13 572.19 672.52 Total non-current liabilities 13,004.89 12,312.12 Current liabilitiesFinancial liabilities

Borrowings 11 (a) 12,760.30 14,900.98 Trade payables 11 (c ) 1,347.59 1,595.28 Other fi nancial liabilities 11 (b) 7,594.63 10,647.59

Employee benefi t obligations 12 0.50 0.34 Other current liabilities 13 12,452.94 11,210.47 Total current liabilities 34,155.96 38,354.66 Total liabilities 47,160.85 50,666.78 Total Equity and Liabilities 66,541.97 69,897.33 The above balance sheet should be read in conjunction with the accompanying notes.

1-35

As per our Report of even date For Viren Gandhi & Co. For and on behalf of the Board of Directors Chartered Accountants

Chintan Gandhi Sunil Biyani Vijai Singh Dugar Pramod AroraPartner Managing Director Chairman Whole Time Director

DIN: 00006583 DIN: 06463399 DIN: 02559344

Place: Mumbai Pawan Agarwal Anil CherianDate: May 25,2018 Chief Financial Offi cer Company Secretary

72

Statement of Profi t and Loss for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)Notes Year ended

March 31, 2018Year ended

March 31, 2017IncomeRevenue from operations 15 7,941.43 8,250.06 Other income 16 3,496.26 3,338.53 Total income 11,437.69 11,588.59 ExpensesOperating Cost 17 4,868.65 4,749.36 Cost of units sold 18 39.28 384.66 Employee benefi ts expense 19 469.82 467.63 Finance costs 20 2,326.54 4,200.32 Depreciation and amortization expense 21 2,486.41 2,613.89 Other expenses 22 699.51 1,526.02 Total expenses 10,890.21 13,941.88

Profi t /(Loss) before exceptional items and tax 547.48 (2,353.29)

Exceptional items - - Profi t/(Loss) before tax 547.48 (2,353.29)

Income tax expensesCurrent tax 6 - - Deferred tax 6 367.20 52.80 Total tax expenses 367.20 52.80 Profi t/(Loss) for the year (A) 180.28 (2,406.09)Other comprehensive incomeItems that will not be reclassifi ed to profi t or lossRemeasurements of net defi ned benefi t plans 10 1.24 6.52 Equity instruments through other comprehensive income 10 (32.16) (206.26)Income tax relating to items that will not be reclassifi ed to profi t or loss - - Remeasurements of net defi ned benefi t plans 10 0.41 2.16 Equity instruments through other comprehensive income 10 (1.63) (68.20)Other comprehensive income for the year,net of taxes(B) (29.70) (133.70)Total comprehensive income for the year (A+B) 150.58 (2,539.79)Earnings per equity share 26Basic (face value of ` 10/- each) (in `) 0.32 (4.28)Diluted (face value of ` 10/- each) (in `) 0.32 (4.28)The above statement of profi t and loss should be read in conjunction with the accompanying notes.

1-35

As per our Report of even date For Viren Gandhi & Co. For and on behalf of the Board of Directors Chartered Accountants

Chintan Gandhi Sunil Biyani Vijai Singh Dugar Pramod AroraPartner Managing Director Chairman Whole Time Director

DIN: 00006583 DIN: 06463399 DIN: 02559344

Place: Mumbai Pawan Agarwal Anil CherianDate: May 25,2018 Chief Financial Offi cer Company Secretary

73

Statement of Change in Equity(All amounts in INR lakhs, unless otherwise stated)

A. Equity Share CapitalAs at March 31, 2017 5,629.13 Changes in equity share capital -

As at March 31, 2018 5,629.13

B. Other Equity

Reserve and surplus Other Reserve

Total other equitySecurities

premium

Share option outstanding

account

Retained earnings

Capital Reserve

Subordinated Debt

FVOCI-equity

investmentsBalance as at April 1, 2016 25,267.13 19.69 (16,811.03) 7,474.75 3,066.00 (4,719.82) 14,296.72 Profi t / (Loss) for the year - - (2,406.09) - - - (2,406.09)

Other comprehensive income for the year - - 4.37 - - (138.06) (133.69)

Total comprehensive income for the year - - (2,401.72) - - (138.06) (2,539.78)

Employee stock option expenses 21.80 2.11 - - - - 23.91

Issue of Equity shares 2.40 (21.80) - - - - (19.40)

Addition during the year - - - - 1,839.97 - 1,839.97

Balance as at March 31, 2017 25,291.33 - (19,212.75) 7,474.75 4,905.97 (4,857.88) 13,601.42 Balance as at April 1, 2017 25,291.33 - (19,212.75) 7,474.75 4,905.97 (4,857.88) 13,601.42 Profi t / (Loss) for the year - - 180.28 - - - 180.28

Other comprehensive income for the year - - 0.83 - - (30.53) (29.70)

Total comprehensive income for the year - - 181.11 - - (30.53) 150.58

Balance as at March 31, 2018 25,291.33 - (19,031.64) 7,474.75 4,905.97 (4,888.41) 13,751.99

The above statement of changes in Equity should be read in conjunction with the accompanying notes.

As per our Report of even date For Viren Gandhi & Co. For and on behalf of the Board of Directors Chartered Accountants

Chintan Gandhi Sunil Biyani Vijai Singh Dugar Pramod AroraPartner Managing Director Chairman Whole Time Director

DIN: 00006583 DIN: 06463399 DIN: 02559344

Place: Mumbai Pawan Agarwal Anil CherianDate: May 25,2018 Chief Financial Offi cer Company Secretary

74

Cash Flow Statement for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

Particulars Year ended March 31, 2018

Year ended March 31, 2017

Cash Flow from operating activities:Profi t / (Loss) before income tax 547.48 (2,353.29)Adjustments for

Add:Provision For Doubtful Debt 32.59 -

Depreciation and amortisation expenses 2,486.41 2,613.87

Finance costs 2,326.55 4,200.32

Loss on assets sold or discarded/ Investment - 407.57

Bad debts and irrecoverable balances written off - 203.84

Share Based Payment Expenses - 1.89

Provision for Gratuity & Leave Encashment 11.94 6.10

Less: - -

Interest received (1,922.66) (2,464.86)

Sundry balance written back (5.11) (533.66)

Profi t on sale of investment (303.50) -

Profi t on sale of assets (1,129.52) (325.08)

Gratuity & Leave Encashment Paid (0.29) -

Operating Profi t before Working Capital change 2,043.88 1,756.70 Change in operating assets and liabilitiesTrade and Other Receivable (439.11) 2,557.71

Trade Payable,Other Liabilities & Provisions 6,023.88 (6,457.07)

Inventory 11.09 134.90

5,595.86 (2,007.76)Cash generated / (used) from operations 7,639.74 (2,007.76)Income taxes paid 43.64 (958.70)

A Net cash infl ow / (outfl ow) from operating activities 7,596.10 (1,049.06)Cash fl ow from investing activities:Sale of Fixed Assets 2,795.22 2,282.75

Purchase of Fixed Assets (386.06) (66.11)

Sale of Investment 381.60 -

Purchase of Investment (1,239.11) (189.12)

Loans received / (given) 1,402.20 3,446.96

Interest received 1,922.66 2,464.86

Fixed Deposit (0.47) 0.23

B Net cash infl ow from investing activities 4,876.04 7,939.57 Cash fl ow from fi nancing activities:Interest paid (2,326.55) (4,200.32)

Proceeds of Equity Shares - 14.42

Proceeds from Subordinated Debt - 1,839.97

Net Proceeds of Short Term Borrowings (1,448.90) 2,140.83

Net Repayment of Long Term Borrowings (7,399.53) (6,227.02)

75

(All amounts in INR lakhs, unless otherwise stated)Particulars Year ended

March 31, 2018 Year ended

March 31, 2017 C Net cash outfl ow from fi nancing activities (11,174.98) (6,432.12)

Net increase/(decrease) in cash and cash equivalents (A+B+C) 1,297.17 458.39 Add: Cash and cash equivalents at the beginning of the fi nancial year (44.62) (503.01)

Cash and cash equivalents at the end of the year 1,252.55 (44.62)

Cash and cash equivalents at the end of the yearCash and cash equivalents [See Schedule 5(d)] 742.01 647.16

Bank Overdraft [See Schedule [11(a)] - (691.78)

Investment in Liquid Funds [See Schedule 5(a)] 510.54 -

Balance as per Statement of Cash Flow 1,252.55 (44.62)

The above statement of cash fl ows should be read in conjunction with the accompanying notes.

Change in Liability arising from fi nancing activitiesParticulars As at

March 31, 2017 Cash Flows Non Cash

ChangesAs at

March 31, 2018Current Borrowings 14,209.21 (1,448.90) - 12,760.31

Non Current Borrowings (including current maturities)

15,187.54 (7,418.18) 18.65 7,788.01

As per our Report of even date For Viren Gandhi & Co. For and on behalf of the Board of Directors Chartered Accountants

Chintan Gandhi Sunil Biyani Vijai Singh Dugar Pramod AroraPartner Managing Director Chairman Whole Time Director

DIN: 00006583 DIN: 06463399 DIN: 02559344

Place: Mumbai Pawan Agarwal Anil CherianDate: May 25,2018 Chief Financial Offi cer Company Secretary

Cash Flow Statement for the year ended March 31, 2018

76

Notes to fi nancial statements for the year ended March 31, 20181. BACKGROUND Future Market Networks Limited (The Company) is a public limited company incorporated in India under the provisions of

Companies Act, 1956 and validly existing under Companies Act, 2013. Equity shares of the Company are listed with BSE Limited and National Stock Exchange of India Limited. The company is engaged in the business of building capacity and enabling the infrastructure for future markets in a more effi cient and cost effective manner. It aims to create a network of new markets by integrating and better organizing the modern wholesale trade, retail and logistics infrastructure in India. The Company is currently managing approximately 1 million sq ft of retail space and owns various real estate properties across India.

2. Signifi cant Accounting Policies:a) Basis of preparation

i. Compliance with Ind AS The fi nancial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notifi ed under

Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

The accounting policies are applied consistently to all the periods presented in the fi nancial statements.

ii. Historical cost convention The fi nancial statements have been prepared on a historical cost basis, except for the following:

• certain fi nancial assets and liabilities that is measured at fair value;

• assets held for sale measured at lower of carrying amount or fair value less cost to sell; and

• share-based payments

iii. Current non-current classifi cation All assets and liabilities have been classifi ed as current or non-current as per the Company’s normal operating cycle

(twelve months) and other criteria set out in the Schedule III to the Act.

b) Property, plant and equipment All items of property, plant and equipment are stated at historical cost less depreciation and impairment, if any. Historical

cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as separate assets, as appropriate, only when it is probable that future economic benefi ts associated with the item will fl ow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profi t or loss during the reporting period in which they are incurred.

Depreciation methods, estimated useful lives and residual value

Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives or, in the case of certain leased furniture, fi ttings and equipment, the shorter lease term. Leasehold improvements are amortised over the period of lease or estimated useful life, whichever is lower.

Useful life considered for calculation of depreciation for various assets class are as follows-

• Leasehold Improvements 16 years

• Machinery 10 years

• Furniture, fi ttings and equipment 10 years

• Offi ce and other equipments 5 Years

• Computers 3 Years

The useful lives have been determined based on technical evaluation done by the management’s expert which are higher than those specifi ed by Schedule II to the Companies Act; 2013, in order to refl ect the actual usage of the assets. The residual values are not more than 5% of the original cost of the asset. The assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profi t or loss within other gains/ (losses).

c) Investment properties Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Company,

is classifi ed as investment property. Investment property is measured initially at its cost, including related transaction costs and where applicable borrowing costs. Subsequent expenditure is capitalized to the asset’s carrying amount only when it is probable that future economic benefi ts associated with the expenditure will fl ow to the Company and the cost of the

77

item can be measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognised.

Freehold land is carried at cost. Investment properties are depreciated using the straight-line method over their estimated useful lives.

Useful life considered for calculation of depreciation for Freehold Building is as follows-• Freehold buildings 60 years

d) Investments and other fi nancial assets:i. Classifi cation The Company classifi es its fi nancial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through other comprehensive income, or through profi t or loss), and

• those measured at amortised cost. The Classifi cation depends on the entity’s business model for managing the fi nancial assets and the contractual

term of the cash fl ows. For assets measured at fair value, gains and losses will either be recorded in profi t or loss or other comprehensive

income. For investments in debt instruments, this will depend on the business model in which the investment is held. For investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income.

ii. Measurement of fi nancial assets At initial recognition, the Company measures a fi nancial asset at its fair value plus, in the case of a fi nancial asset

not at fair value through profi t or loss, transaction costs that are directly attributable to the acquisition of the fi nancial asset. Transaction costs of fi nancial assets carried at fair value through profi t or loss are expensed in profi t or loss.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash fl ows are solely payment of principal and interest.

Debt instruments: Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset

and the cash fl ow characteristics of the asset. The Company classifi es its debt instruments into following categories: Amortised cost: Assets that are held for collection of contractual cash fl ows where those cash fl ows represent solely

payments of principal and interest are measured at amortised cost. Interest income from these fi nancial assets is included in other income using the effective interest rate method.

Equity instruments The Company subsequently measures all equity investments other than in subsidiaries, joint ventures and associates

at fair value. Where the Company’s management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassifi cation, on sale or otherwise, of fair value gains and losses to Statement of Profi t and Loss. Dividends from such investments are recognised in profi t or loss as other income when the right to receive of the Company established.

iii. Impairment of fi nancial assets The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at

amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a signifi cant increase in credit risk. Note 24 details how the company determines whether there has been a signifi cant increase in credit risk.

For trade receivables only, the Company applies the simplifi ed approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

iv. Derecognition of fi nancial assets A fi nancial asset is derecognised only when

• The company has transferred the rights to receive cash fl ows from the fi nancial asset or • retains the contractual rights to receive the cash fl ows of the fi nancial asset, but assumes a contractual obligation

to pay the cash fl ows to one or more recipients.

Where the entity has transferred an asset, the company evaluates whether it has transferred substantially all risks and rewards of ownership of the fi nancial asset. In such cases, the fi nancial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the fi nancial asset, the fi nancial asset is not derecognised.

Where the entity has neither transferred a fi nancial asset nor retains substantially all risks and rewards of ownership of the fi nancial asset, the fi nancial asset is derecognised if the company has not retained control of the fi nancial asset. Where the company retains control of the fi nancial asset, the asset is continued to be recognised to the extent of continuing involvement in the fi nancial asset.

A fi nancial liability is recognised when the obligation specifi ed in the contract is discharged, completed or expired.

Notes to fi nancial statements for the year ended March 31, 2018

78

e) Interest income Interest income from debt instruments is recognised using the effective interest rate method. The effective interest rate is

the rate that exactly discounts estimated future cash receipts through the expected life of the fi nancial asset to the gross carrying amount of a fi nancial asset. When calculating the effective interest rate, the Company estimates the expected cash fl ows by considering all the contractual terms of the fi nancial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses.

f) Dividends Dividends are recognised in profi t or loss only when the right to receive payment is established, it is probable that the

economic benefi ts associated with the dividend will fl ow to the Company, and the amount of the dividend can be measured reliably.

g) Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective

interest method, less provision for impairment.

h) Cash and Cash Equivalents Cash and cash equivalents includes cash in hand, deposits with banks and short term highly liquid investments, which are

readily convertible into cash and have original maturities of three months or less from the Balance Sheet date.

i) Revenue Recognition: Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue net of

returns, trade allowances, rebates, value added taxes and amounts collected on behalf of third parties.

The Company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefi ts will fl ow to the entity and specifi c criteria have been met for each of the Company’s activities as described below. The Company bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifi cs of each arrangement.

Recognising revenue from major business activities

Sale of Goods Sales are recognized when signifi cant risk and rewards of ownership of goods have passed to the buyer which coincides

with the delivery and they are recorded net of trade discount, VAT and sales tax, Goods and service tax (GST).

Income from Services

Revenue from services rendered is recognized as the service is performed based on agreements/ arrangement with concerned parties and revenue from end of the last billing to the balance sheet date is recognized as unbilled revenue.

Lease rentals income is recognized in the Statement of Profi t and Loss as per the terms of agreement which is representative of the time pattern of the user’s benefi t.

j) Non-current assets held for sale Non-current assets are classifi ed as held for sale if their carrying amount will be recovered principally through a sale

transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefi ts, fi nancial assets and contractual rights under insurance contracts, which are specifi cally exempt from this requirement. Non-current assets are not depreciated or amortised while they are classifi ed as held for sale. Interest and other expenses attributable to the liabilities of a disposal Company classifi ed as held for sale continue to be recognised.

k) Employee Benefi ts: Short term employee benefi ts Liabilities for wages and salaries, including non-monetary benefi ts that are expected to be settled wholly within 12 months

after the end of the period in which the employees render the related service are recognised in respect of employees’s service up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefi t obligations in the balance sheet.

Other long-term employee benefi t obligations The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months after the end of the

period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefi ts are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profi t or loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

Notes to fi nancial statements for the year ended March 31, 2018

79

Post-employment obligations The Company operates the following post-employment schemes:

(a) defi ned benefi t plans such as gratuity; and

(b) Defi ned contribution plans such as provident fund.

Gratuity obligations The liability or asset recognised in the balance sheet in respect of defi ned benefi t pension and gratuity plans is the present

value of the defi ned benefi t obligation at the end of the reporting period less the fair value of plan assets. The defi ned benefi t obligation is calculated annually by actuaries using the projected unit credit method.

The present value of the defi ned benefi t obligation denominated in INR is determined by discounting the estimated future cash outfl ows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.

Re measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

Changes in the present value of the defi ned benefi t obligation resulting from plan amendments or curtailments are recognised immediately in profi t or loss as past service cost.

Defi ned contribution plans The Company pays provident fund contributions to publicly administered provident funds as per local regulations. The

Company has no further payment obligations once the contributions have been paid. The contributions are accounted for as defi ned contribution plans and the contributions are recognised as employee benefi t expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

Share-based payments Estimating fair values for share based payment transaction requires the most appropriate valuation model, which depends

on the terms and conditions of the grant. The estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of equity settled transactions with employees at the grant date, the Company uses Black – Scholes model. The assumptions used for estimating the fair value for share based transactions are disclosed in Note 29.

l) Income tax The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the

applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company and its subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the fi nancial statements Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax is recognised in profi t or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Minimum Alternate Tax credit is recognised as deferred tax asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specifi ed period. Such asset is reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the Company will pay normal income tax during the specifi ed period.

Notes to fi nancial statements for the year ended March 31, 2018

80

m) Leases: As a lessee Leases of property, plant and equipment where the company, as lessee, has substantially all the risks and rewards of

ownership are classifi ed as fi nance leases. Leases in which a signifi cant portion of the risks and rewards of ownership are not transferred to the company as lessee are classifi ed as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profi t or loss on a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected general infl ation to compensate for the lessor’s expected infl ationary cost increase.

As a lessor Lease income from operating leases where the Company is a lessor is recognised in income on a straight-line basis over

the lease term unless the receipts are structured to increase in line with expected general infl ation to compensate for the expected infl ationary cost increases. The respective leased assets are included in the balance sheet based on their nature.

n) Foreign Currency transactions: Functional and presentation currency Items included in the fi nancial statements of the company are measured using the currency of the primary economic

environment in which the entity operates (the functional currency). The fi nancial statements are presented in Indian rupee (INR), which is Future Market Network’s Limited‘s functional and presentation currency.

Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the

transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profi t or loss.

o) Inventories: Inventories which comprise of fi nished stock of completed projects are valued at lower of cost or net realizable value. Cost

is determined by including cost of land (including development rights), internal development cost, external development charges, materials, services, related overheads and apportioned borrowing costs.

p) Investments in subsidiaries, joint ventures and associates Investments in subsidiaries, joint ventures and associates are recognised at cost as per Ind AS 27. Except where investments

accounted for at cost shall be accounted for in accordance with Ind AS 105, Non-current Assets Held for Sale and Discontinued Operations, when they are classifi ed as held for sale.

q) Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing:

• the profi t attributable to owners of the Company

• by the weighted average number of equity shares outstanding during the fi nancial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares (note 26).

Diluted earnings per share Diluted earnings per share adjusts the fi gures used in the determination of basic earnings per share to take into account:

• the after income tax effect of interest and other fi nancing costs associated with dilutive potential equity shares, and

• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

r) Segment Reporting: The Company is primarily engaged in the activity of mall management business and considers it to be a single reportable

business segment. The operations of the Company are within the geographical territory of India which is considered as a single geographical segment. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.

The Managing Director, who has been identifi ed as being the chief operating decision maker, assesses the fi nancial performance and position of the company, and makes strategic decisions. Refer note 25 for segment information presented.

s) Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at

amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profi t or loss over the period of the borrowings using the effective interest method.

Notes to fi nancial statements for the year ended March 31, 2018

81

Borrowings are classifi ed as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. Where there is a breach of a material provision of a long-term loan arrangement on or before the end of the reporting period with the effect that the liability becomes payable on demand on the reporting date, the entity does not classify the liability as current, if the lender agreed, after the reporting period and before the approval of the fi nancial statements for issue, not to demand payment as a consequence of the breach.

t) Borrowing costs Borrowing costs directly attributable to the acquisition and construction of an asset which takes a substantial period of time

to get ready for its intended use are capitalized as a part of the cost of such assets, until such time the asset is substantially ready for its intended use. All other borrowing costs are recognized in the Statement of Profi t and Loss in the period they occur. Borrowing costs consist of interest and other costs incurred in connection with borrowing of funds.

Other borrowing costs are expensed in the period in which they are incurred.

u) Provisions and contingent liabilities Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is

probable that an outfl ow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The increase in the provision due to the passage of time is recognised as interest expense. Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence will be confi rmed by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Company or where any present obligation cannot be measured in terms of future outfl ow of resources or where a reliable estimate of the obligation cannot be made.

v) Rounding of amounts All amounts disclosed in the fi nancial statements and notes have been rounded off to the nearest lakhs as per the

requirement of Schedule III, unless otherwise stated.

w) Critical estimates and judgments The preparation of fi nancial statements requires the use of accounting estimates which, by defi nition, will seldom equal

and actual results. Management also needs to exercise judgement in applying the company’s accounting policies.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the fi nancial statements.

The areas involving critical estimates or judgments are:

• Estimation of defi ned benefi t obligation (Note no 14)

• Estimation of current tax expense and payable (Note no 6)

• Estimated Fair value of unlisted securities – (Note 23) Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including

expectations of future events that may have a fi nancial impact on the Company and that are believed to be reasonable under the circumstances.

x) Recent accounting pronouncements Ind AS 115 In March 2018, the Ministry of Corporate Affairs as notifi ed the Companies (Indian Accounting Standards) Amended Rules,

2018 (“amended rules”). As per the amended rules, Ind AS 115 “Revenue from contracts with customers” supersedes Ind AS 11, “Construction contracts” and Ind AS 18, “Revenue” and is applicable for all accounting periods commencing on or after April 1, 2018.

Ind AS 115 introduces a new framework of fi ve step model for the analysis of revenue transactions.

The model specifi es that revenue should be recognized when (or as) an entity transfer control of goods or services to a customer at the amount to which the entity expects to be entitled. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash fl ows arising from the entity’s contracts with customers. The new revenue standard is applicable to the Company from April 1, 2018.

The standard permits two possible methods of transition:

Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch - up approach)

The Company is evaluating the requirement of the amendment and the impact on the fi nancial statements. The effect on adoption of Ind AS 115 is expected to be insignifi cant”

Notes to fi nancial statements for the year ended March 31, 2018

82

Notes to the fi nancial statements for the year ended March 31, 20183. Property, Plant and Equipment

Leasehold Improvements

Air Conditioner

Computers Furniture and fi ttings

Offi ce and Other

Equipments

Plant and Machinery

Vehicles Total Capital work-in-progress

Year ended March 31, 2017Gross carrying amountOpening gross carrying amount

6,912.27 2,303.55 24.33 4,912.48 154.38 4,980.32 0.21 19,287.54 946.72

Additions - 13.40 2.47 3.42 1.82 - - 21.11 - Disposal/Transfer - - - - - - - - Assets classifi ed as held for sale - (279.75) (1.92) (513.96) (9.18) (567.33) (0.20) (1,372.34) (946.72)Closing gross carrying amount 6,912.27 2,037.20 24.88 4,401.94 147.02 4,412.99 0.01 17,936.31 - Accumulated depreciation Opening accumulated depreciation

617.90 351.05 7.70 730.64 87.49 715.71 - 2,510.49 -

Depreciation charge during the year

752.29 325.43 4.62 679.19 41.42 656.19 - 2,459.14 -

Depreciation related to Assets classifi ed as held for sale

- (47.90) - (105.57) (5.82) (112.79) - (272.08)

Closing accumulated depreciation

1,370.19 628.58 12.32 1,304.26 123.09 1,259.11 - 4,697.55 -

Net carrying amount 5,542.08 1,408.62 12.56 3,097.68 23.93 3,153.88 0.01 13,238.76 - Year ended March 31, 2018Gross carrying amountOpening gross carrying amount

6,912.27 2,037.20 24.88 4,401.94 147.02 4,412.99 0.01 17,936.31 -

Additions - 4.10 1.21 - 0.72 380.04 - 386.07 Disposal/Transfer - - - (211.61) - (369.10) - (580.71)Closing gross carrying amount 6,912.27 2,041.30 26.09 4,190.33 147.74 4,423.93 0.01 17,741.67 - Accumulated depreciation Opening accumulated depreciation

1,370.19 628.58 12.32 1,304.26 123.09 1,259.11 - 4,697.55

Depreciation charge during the year

752.29 317.00 3.53 645.85 6.61 636.63 - 2,361.91

Depreciation related to Disposal/Transfer

- - - (126.81) - (229.93) - (356.74)

Closing accumulated depreciation

2,122.48 945.58 15.85 1,823.30 129.70 1,665.81 - 6,702.72 -

Net carrying amount 4,789.79 1,095.72 10.24 2,367.03 18.04 2,758.12 0.01 11,038.95 - (i) Property, plant and equipment pledged as security

Refer to note 28 for information on property, plant and equipment pledged as security by the company.

4. Investment Properties Freehold Land Building Total

Year ended March 31, 2017Gross carrying amountOpening gross carrying amount 69.94 14,970.85 15,040.79 Assets classifi ed as held for sale - (7,282.10) (7,282.10)Closing gross carrying amount 69.94 7,688.75 7,758.69 Accumulated depreciation Opening accumulated depreciation - 172.25 172.25 Depreciation charge during the year - 154.75 154.75 Depreciation related to Assets classifi ed as held for sale - (172.68) (172.68)Closing accumulated depreciation - 154.32 154.32 Net carrying amount 69.94 7,534.43 7,604.37

83

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

Freehold Land Building Total Year ended March 31 2018Gross carrying amountOpening gross carrying amount 69.94 7,688.75 7,758.69 Additions - - - Disposal/Transfer - (11.84) (11.84)Closing gross carrying amount 69.94 7,676.91 7,746.85 Accumulated depreciation Opening accumulated depreciation - 154.32 154.32 Depreciation charge during the year - 124.50 124.50 Depreciation related to Disposal/Transfer - (0.36) (0.36)Closing accumulated depreciation - 278.46 278.46 Net carrying amount 69.94 7,398.45 7,468.39

(i) Investment Properties pledged as security

Refer to note 28 for information on asset pledged as security by the company.

(i) Amounts recognised in profi t or loss for investment properties As at

March 31, 2018 As at

March 31, 2017 Rental income 846.33 683.27 Direct operating expenses from property that generated rental income 68.87 68.46 Direct operating expenses from property that did not generate rental income

- -

Profi t from investment properties before depreciation 777.46 614.81 Depreciation 124.50 154.75 Profi t from investment properties 652.96 460.06

(ii) Leasing arrangements

Certain investment properties are leased to tenants under long-term operating leases with rentals payable monthly.

Minimum lease payments receivable under non-cancellable operating leases of investment properties are as follows:

As at March 31, 2018

As at March 31, 2017

Within one year 627.67 675.64 Later than one year but not later than 5 years 2,053.08 2,491.53 Later than 5 years - 110.00 Total 2,680.75 3,277.17

(iii) Fair value

As at March 31, 2018

As at March 31, 2017

Investment properties 36,717.03 36,397.54

Estimation of fair valueEstimation of fair value - The fair valuation is based on current prices in the active market for similar properties. The main inputs used are quantum, area, location, demand, restrictive entry to the complex,age of building and trend of fair market rent in respective area. This valuation is based on valuations performed by an accredited independent valuer. Fair valuation is based on replacement cost method.

84

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

5(a). Investments As at

March 31, 2018 As at

March 31, 2017 a. Investment in subsidiaries

Unquoted1,00,000 Equity Shares of Aashirwad Malls Private Limited 570.56 570.56 11,36,600 Equity Shares of Sun City Properties Private Limited 1,295.52 1,295.52 8,47,356 Equity Shares of Suhani Mall Management Company Private Limited

2,023.52 2,023.52

6,58,030 Equity Shares of Future Trade Markets Private Limited - Note (ii) 4,019.44 - 1,50,00,000 Equity Shares of Future Retail Destination Limited 1,500.00 - 1,08,62,500 Equity Shares of Gati Realtors Private Limited - Note (i) 1,085.68 -

b. Investment in joint ventureUnquoted6,589 Equity Shares of Riddhi Siddhi Mall Management Private Limited 698.14 698.14 1,50,00,000 Equity Shares of Future Retail Destination Limited - 1,500.00 25,000 Equity Shares of Utility Developers Private Limited 2.50 2.50 15,000 Equity Shares of Star Shopping Centres Private Limited 1.50 1.50 6,14,161 Equity Shares of Future Trade Markets Private Limited - 3,866.00

Total (a+b) 11,196.86 9,957.74 c. Investment in preference shares of joint venture

Unquoted257 0.01% Non Cumulative Optionaly Convertible Preference Shares of Riddhi Siddhi Mall Management Private Limited of ` 1,000/- each fully paid up.

931.64 931.64

Total (c) 931.64 931.64 d. Investment in equity instruments

Fair value through other comprehensive incomeUnquoted11,425 Equity Shares of V.R.Procurement Corporation Private Limited 23.02 23.88 10,000 Equity Shares of Navika Developers Private Limited 1.00 1.00 10,000 Equity Shares of Shreya Mall Management Private Limited 1.00 1.00 10,000 Equity Shares of Ujjain Future Bazaar Private Limited 1.04 1.09 10,000 Equity Shares of Harmony Malls Mangement Private Limited 1.00 1.00 10,000 Equity Shares of Precision Realty Developers Private Limited 1.38 1.25 60,000 Equity Shares of Acute Realty Private Limited 349.15 379.60 Nil (2017:1000) Equity Shares of F R Retail Destination Private Limited - 0.10 10,000 Equity Shares of Niyman Mall Management Company Private Limited

11.55 11.83

10,000 Equity Shares of Ojas Mall Management Private Limited 1.06 1.02 10,000 Equity Shares of Nishta Mall Management Company Private Limited

230.75 221.88

1,30,000 Equity Shares of Unique Malls Private Limited 223.95 233.55 Total (d) 844.90 877.20 Non-current investments total (a+b+c+d) 12,973.40 11,766.58 Aggregate amount of unquoted investments 12,973.40 11,766.58 Current UTI - Floating Rate Fund 510.54 - Current investments total 510.54 - (i) During the Financial Year 2017-18, the Company has acquired 100% shares of Gati Realtors Private Limited (ii) Further, the Company also acquired 100% stake in Future Trade Markets Private Limited (erstwhile Joint Venture

Limited) by purchasing the balance 43,869 shares from the other co-venturer.Refer Note 27 on Acquisition of Subsidiaries

85

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

5(b). Trade receivablesAs at

March 31, 2018As at

March 31, 2017Trade receivablesRelated Parties 507.31 - Others 1,157.39 1,446.18 Total 1,664.70 1,446.18 Less: Allowance for bad and doubtful debts (91.32) (84.62)Total Trade receivables 1,573.38 1,361.56 Breakup of securities detailsSecured, considered good - - Unsecured, considered good 1,587.14 1,375.31 Doubtful 77.56 70.87 Total 1,664.70 1,446.18 Less: Allowance for doubtful debts (91.32) (84.62)Total trade receivables 1,573.38 1,361.56 Refer to note 28 for information on trade receivables pledged as security by the company.

5(c). LoansAs at

March 31, 2018As at

March 31, 2017Non Current Security Deposits 1,739.15 1,756.48 Loans and advances to others 1,618.92 2,518.05 Advance against purchases of shares 900.00 650.00 Total Non current loans and advances 4,258.07 4,924.53 Current Security Deposits 243.56 64.51 Loans and advances 6,447.13 6,795.33 Loans and advances to related parties 873.40 983.25 Total current loans and advances 7,564.09 7,843.09

5(d). Cash and cash equivalentsAs at

March 31, 2018As at

March 31, 2017Cash on hand 0.84 0.89 Balances with BanksIn current accounts 741.17 646.27 Total Cash and cash equivalents 742.01 647.16

5(e). Bank Balances other than above

As at March 31, 2018

As at March 31, 2017

Fixed Deposit* 6.50 6.50 Interest accrued on fi xed deposit 0.65 0.18 Total Bank Balances other than above 7.15 6.68 * Lien against Bank Guarantee

5(f). Other fi nancial assetsAs at

March 31, 2018As at

March 31, 2017Other current fi nancial assetsConsidered goodUnbilled Revenue 141.27 6.81 Advance to Staff 16.34 7.80 Total current fi nancial assets 157.61 14.61

86

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

6. Current and deferred tax 6(a) Statement of profi t and loss:

March 31, 2018 March 31, 2017 (a) Income tax expense Current tax Current tax on profi ts for the year - - Adjustments for current tax of prior periods - - Total current tax (expense) - - Deferred tax Decrease (increase) in deferred tax assets 367.20 52.80 (Decrease) increase in deferred tax liabilities - Total deferred tax expense/(benefi t) 367.20 52.80 Income tax expense 367.20 52.80

6(b) The reconciliation between the statutory income tax rate applicable to the Company and the effective income tax rate of the Company is as follows :

March 31, 2018 March 31, 2017 Profi t from operation before income tax expenses 547.48 (2,353.29) Tax rate @33.063% 181.01 (778.06) Differences due to: Permanent Differences 2.25 27.98 Standard Deduction on Rental Income (134.87) (116.25) Adjustment related to Unabsorbed Tax Losses 322.61 1,070.11 Others (3.80) (150.98) Income tax expenses 367.20 52.80

6(c) Tax losses Deferred tax assets have not been recognised in respect of these losses as they may not be used to offset taxable profi ts

elsewhere in the companyMarch 31, 2018 March 31, 2017

Unused tax losses for which no deferred tax asset has been recognised 3,571.57 2,584.19 Potential tax benefi t @ 33.063% 1,180.87 854.41

6(d) Deferred tax assets (net)March 31, 2018 March 31, 2017

Deferred tax assets Unabsorbed Tax Losses 5,027.86 5,027.86 Defi ned befefi t obligation - - Provisions 12.47 8.62 Fair valuation of fi nancials assets-P&L (Net) 133.67 381.95 Fair valuation of fi nancials assets-OCI (Net) 155.66 154.03 Property Plant & Equipment 1,094.94 1,218.62 MAT credit entitlement 679.17 679.17 Freehold Land 8.33 7.41 Deferred tax liabilities Defi ned benefi t obligation (1.90) (1.48) Total deferred tax assets (net) 7,110.20 7,476.18

6(e) Movement in deferred tax liabilitiesProvisions Unabsorbed

Tax Losses Fair

valuation of fi nancial

asstes

Property Plant &

Equipment

Freehold Land

MAT credit entitlement

Total

At March 31, 2016 7.89 5,138.65 572.85 1,058.16 6.22 679.17 7,462.94 (Charged)/credited: - to profi t or loss 1.41 (110.79) (105.08) 160.47 1.19 - (52.80) - to other comprehensive income

(2.16) - 68.20 - - - 66.04

87

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

Provisions Unabsorbed Tax Losses

Fair valuation

of fi nancial asstes

Property Plant &

Equipment

Freehold Land

MAT credit entitlement

Total

At March 31, 2017 7.14 5,027.86 535.97 1,218.63 7.41 679.17 7,476.18 (Charged)/credited: - to profi t or loss 3.85 - (248.28) (123.69) 0.92 - (367.19) - to other comprehensive income

(0.41) - 1.63 - - - 1.22

At 31 March 2018 10.58 5,027.86 289.32 1,094.94 8.33 679.17 7,110.20

7. Other assets As at

March 31, 2018 As at

March 31, 2017 Other non-current assetsBusiness Advance - Related Party 171.91 240.68 Capital Advance 3,355.00 3,650.00 Balances with Govt. Authorities 397.68 351.39 Prepaid Expense 340.34 384.15 Total Other Non-current assets 4,264.93 4,626.22 Other current assetsSecurity Deposits 5.86 5.86 Business Advance 1,605.56 1,505.78 Balances with Govt. Authorities - 0.30 Prepaid Expense 65.37 159.82 Total Other current assets 1,676.79 1,671.76

8. Inventories As at

March 31, 2018 As at

March 31, 2017 Finished Shops 918.71 929.80

Total Inventories 918.71 929.80

9. Assets classifi ed as held for sale As at

March 31, 2018 As at

March 31, 2017 Buildings 6,277.75 7,708.03

Investments - 78.00

Total 6,277.75 7,786.03 In July 2016, the Board of directors resolved to dispose 10 Acres Mall situated at Ahmedabad which is vested with the

Company through an approved scheme of amalgamation. The buyer has been identifi ed and the part of the property has been transferred. The balance sale portion is expected to be completed within next 12 months. The asset is presented separately under assets held for sale

Non-recurring fair value measurements Assets classifi ed as held for sale during the reporting period was measured at the lower of its carrying amount and fair

value less costs to sell at the time of the reclassifi cation. The fair value of the assets was based on the proposed sales considertion negotiated with the buyer.

88

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

10(a). Equity Share capital As at

March 31, 2018 As at

March 31, 2017 Authorised90,260,000 Equity Shares [March 31, 2017: 90,260,000] of ` 10/- each 9,026.00 9,026.00 5,000 Preference Shares [March 31, 2017: 5,000] of ` 100/- each 5.00 5.00 Total 9,031.00 9,031.00 Issued Capital*56,291,851 Equity Shares [March 31, 2017: 56,291,851] of ` 10/- each 5,629.19 5,629.19 Total 5,629.19 5,629.19 *includes 570 shares held in abeyance

As at March 31, 2018

As at March 31, 2017

Subscribed and paid up56,291,281 Equity Shares [March 31, 2017: 56,291,281] of ` 10/- each 5,629.13 5,629.13 Total 5,629.13 5,629.13

a) Movements in Equity Share CapitalAs at March 31, 2018 As at March 31, 2017

Number of shares

Amount Number of shares

Amount

Balance as at the beginning of the year 56,291,281 5,629.13 56,171,156 5,617.12 Add: ESOP shares issued during the year - - 120,125 12.01 Balance as at the end of the year 56,291,281 5,629.13 56,291,281 5,629.13

Terms and Rights attached to equity shares:-The company has only one class of equity shares having a par value of ` 10 per share. Each holder is eligible to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts in proportion of their shareholding.Equity shares allotted as fully paid-up (during 5 years preceding March 31, 2018) including equity shares issued pursuant to contract without payment being received in cash(i) In Financial Year 2015 -16 - Allotted 3,16,750 equity shares of ` 10/- each under FMNL - ESOS 2012 on December

11, 2015.(ii) In Financial Year 2016 -17 - Allotted 1,20,125 equity shares of ` 10/- each under FMNL - ESOS 2012 on December

14, 2016.b) Details of shares held by shareholders holding more than 5% of the agrregate equity shares in the company.

As at March 31, 2018 As at March 31, 2017Number of

shares% held Number of

shares% held

Suhani Trading and Investment Consultants Private Limited

41,129,343 73.06% - -

Manz Retail Private Limited - - 16,430,824 29.19%Future Corporate Resources Limited - - 15,176,754 26.96%Weavette Business Ventures Limited - - 8,563,367 15.21%Ishbhoomi Fabtraders Private Limited 4,309,260 7.66% 4,615,516 8.20%

45,438,603 80.72% 44,786,461 79.56%

Pursuant to the scheme of amalgamation of Manz Retail Private Limited, ESES Commercials Private Limited, PIL Industries Limited, Future Corporate Resources Limited, Gargi Business Ventures Private Limited, Weavette Business Ventures Limited with Suhani Trading and Investment Consultants Private Limited and their respective shareholders sanctioned by the National Company Law Tribunal, Mumbai Bench vide order dated October 18, 2017 and fi led with ROC on November 14, 2017, the shares held by transferor companies in Future Market Networks Ltd now vested with Suhani Trading and Investment Consultants Private Limited.

89

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

10(b). Other Equity As at

March 31, 2018 As at

March 31, 2017 Reserve and surplusCapital Reserve 7,474.75 7,474.75 Securities Premium 25,291.33 25,291.33 Share Option Outstanding Account - - Retained Earnings (19,031.64) (19,212.75)Subordinated Debt* 4,905.97 4,905.97 Other Reserves (4,888.41) (4,857.88)Total 13,751.99 13,601.42 * The subordinated debt represents loan taken from Suhani Trading & Investment Consultants Private Limited

As at March 31, 2018

As at March 31, 2017

(i) Capital ReserveOpening Balance 7,474.75 7,474.75 Movement during the year - - Closing Balance 7,474.75 7,474.75

(ii) Securities Premium Opening Balance 25,291.33 25,267.13 Exercise of options - 21.80 Share issued - 2.40 Utilized during the year - - Closing Balance 25,291.33 25,291.33

(iii) Share Option Outstanding AccountOpening Balance - 19.69 Add:Employee Stock option expenses - 2.11 Less:Exercise of option - (21.80)Closing Balance - -

(iv) Retained EarningsOpening Balance (19,212.75) (16,811.03)Add: profi t for the year 180.28 (2,406.09)Items of other comprehensive income recognised directly in retained earnings:

- -

Remeasurements of post-employment benefi t obligation 1.24 6.52 Deferred tax (Acturial Gains) (0.41) (2.15)Closing Balance (19,031.64) (19,212.75)

As at March 31, 2018

As at March 31, 2017

Other ReservesOpening Balance (4,857.88) (4,719.82)Change in fair value of FVOCI equity instruments (32.16) (206.26)Deferred tax (Fair Value) 1.63 68.20 Closing Balance (4,888.41) (4,857.88)

Nature and purpose of other reserves

Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.

90

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

FVOCI equity investmentsThe company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the FVOCI equity investments reserve within equity. The group transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.Share options outstanding account

The share options outstanding account is used to recognise the grant date fair value of options issued to employees under Future Market Networks Limited Employee stock option plan.

11(a). Borrowings As at

March 31, 2018 As at

March 31, 2017 Non current BorrowingSecuredTerm loans from banks 7,788.01 15,187.53 Total Non current Borrowing 7,788.01 15,187.53 Less: Current Maturities of long term borrowing (4,282.50) (7,422.60)Non current borrowings 3,505.51 7,764.93

Secured borrowings and assets pledged as securitySr. No Nature of security Terms of Repayment

1 Term Loan from Bank balance outstanding amounting to ` NIL lakhs (March 31, 2017 : ` 750.00 lakhs) is secured by First Pari Passu charge on all the current assets at the Malls of the Company (b) Hypothecation of all the movable properties at the Malls of the Company (c) First Pari Passu charge / assignment of all the revenues and receivables, trust and retention account and any other bank account of the Malls of the company (d) Personal Guarantee of the Promoters

Repayable in 20 quarterly installments starting from Dec 2012. Last installment due in Sep. 2017. Rate of interest - 4% above the Base Rate (Previous Year Effective Rate - 13.55%)

2 Term Loan from Bank balance outstanding amounting to ` 1,304.01 lakhs (March 31, 2017 : ` 5,972.19 lakhs) are secured by are secured by (a) Charge on Assets of ` 10,500 Lakhs created out of the proposed Term Loan. (b) First Pari Passu Charge on the movable fi xed assets pertaining to the mall management division of the company amounting to `10,000 lakhs (c) Second Pari Passu charge on the immovable property owned by M/s Bansi Mall Management Company Private Limited (d) Personal Guarantee of the Promoters

Repayable in 14 quarterly installments starting from March 2015. Last installment due in June 2018. Rate of interest - MCLR (1 Year) +4% = 12.40% (Previous Year - 13.70% p.a.)

3 Term Loan from Bank balance outstanding amounting to `6,500.00 lakhs (March 31, 2017 : ` 8,500.00 lakhs) are secured by (a) Charge on Assets created out of the proposed Term Loan. (b) First pari pasu charge on the immovable property owned by Bansi Mall Management Company Private Limited Located at SOBO Central Mall (c) Corporate Guarantee of Bansi Mall Management Company Private Limited (d) Personal Guarantee of the Promoters

Repayable in 16 quarterly installments starting from June 2016. Last installment due in June 2020. Rate of interest - MCLR (1 Year) + 3.75 Present Effective Rate - 12.35%.p.a. (12.35% p.a)

As at March 31, 2018

As at March 31, 2017

Current BorrowingSecuredBank Overdraft - 691.78 UnsecuredLoans from related party 12,760.30 - Other Loans - 14,209.20 Total Current Borrowing 12,760.30 14,900.98

91

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

Secured borrowings and assets pledged as securityi) Bank overdraft (for previous year) secured by fi rst and pari-passu hypothecation charge of all existing and future

current assets including receivables of the borrower and personal guarantee of shareholder The carrying amounts of fi nancial and non-fi nancial assets pledged as security for current and non-current borrowings

are disclosed in note 28

11(b). Other Non-current fi nancial liabilities As at

March 31, 2018 As at

March 31, 2017 Security deposits:From Related Parties 262.43 - From Others 8,633.25 3,853.41 Total Non-current fi nancial liabilities 8,895.68 3,853.41

Other Current fi nancial liabilities As at

March 31, 2018 As at

March 31, 2017 Security deposits:From Related Parties 29.04 - From Others 3,264.07 2,995.71 Total 3,293.11 2,995.71 Current Maturities of Long-Term Borrowings 4,282.50 7,422.60 Advance received against sale of Investment - 200.00 Corpus Funds 14.78 19.32 Other payables (Retention Money) 4.24 9.96 Total Current fi nancial liabilities 7,594.63 10,647.59

11(c). Trade payables As at

March 31, 2018 As at

March 31, 2017 Trade payables :Related Parties 39.22 - Others 1,308.37 1,595.28 Total Trade payables 1,347.59 1,595.28

12. Employee benefi t obligations As at

March 31, 2018 As at

March 31, 2017 Non current Employee benefi t obligationsGratuity 21.09 13.64 Leave entitlement 10.42 7.62 Total Non current Employee benefi t obligations 31.51 21.26 Current Employee benefi t obligationsGratuity 0.30 0.20 Leave entitlement 0.20 0.14 Total current Employee benefi t obligations 0.50 0.34

13. Other liabilities As at

March 31, 2018 As at

March 31, 2017 Non-currentDeferred Rent Income 572.19 672.52 Total Other Non-current liabilities 572.19 672.52

92

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

As at March 31, 2018

As at March 31, 2017

CurrentStatutory dues (including provident fund, tax deducted at source and others) 253.19 182.04 Advance from customers 10,680.92 10,087.79 Deferred Rent Income 1,139.36 478.82 Other payables 379.47 461.82 Total Other current liabilities 12,452.94 11,210.47

14. Disclosure as per Indian Accounting Standard 19 - Employee Benefi ts

Defi ned Contribution Plan

Provident Fund

The contributions to the Provident Fund of the employees are made to a Government administered Provident Fund and there are no further obligations beyond making such contribution. Employer’s Contribution to Provident Fund amounting to `16.21 Lakhs (previous year `12.99 Lakhs) has been recognized as an expense in the Statement of Profi t and Loss.

Defi ned Benefi t Plan

Gratuity

The Company operates a gratuity plan administered by LIC. Every employee is entitled to a benefi t equivalent to fi fteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972 or company scheme whichever is benefi cial. The same is payable at the time of separation from the company or retirement, whichever is earlier. The benefi ts vest after fi ve years of continuous service.

The amounts recognised in the balance sheet and the movements in the net defi ned benefi t obligation over the year are as follows:

Gratuity As at

March 31, 2018 As at

March 31, 2017 Opening defi ned benefi t obligation 13.85 15.24 Current service cost 7.78 5.08 Interest expense/(income) 1.02 1.16 Total amount recognised in profi t and loss 8.80 6.24 Remeasurements(Gain )/loss from change in fi nancial assumptions (0.81) 1.04 Experience (gains)/losses (0.44) (7.56)Total amount recognised in other comprehensive income (1.25) (6.52)Employer contributions - (1.11)Closing defi ned benefi t obligation 21.40 13.85

The net liability disclosed above relates to unfunded plans are as follows:Gratuity

As at March 31, 2018

As at March 31, 2017

Defi ned benefi t obligation 21.40 13.85 Fair value of plan assets - - Surplus /(Defi cit) 21.40 13.85 Effect of assets ceiling - - Net Defi ned Benefi t Liability/(Assets) 21.40 13.85

93

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

Signifi cant estimates: Actuarial assumptionsThe signifi cant actuarial assumptions were as follows:

Gratuity As at

March 31, 2018 As at

March 31, 2017 Financial AssumptionsDiscount rate 7.70% 7.40%Salary growth rate 5.00% 5.00%Demographic AssumptionsMortality Rate IALM (2006-08)

UltimateIALM (2006-08)

UltimateWithdrawal Rate 1.00% 1.00%Retirement age 58 years 58 years

Sensitivity analysis

The sensitivity of the defi ned benefi t obligation to changes in the weighted principal assumptions is:Gratuity

As at March 31, 2018

As at March 31, 2017

Discount rate a. Discount rate -100 basis point 24.22 15.81 b. Discount rate+100 basis point 18.98 12.16 Salary growth ratea. Rate -100 basis point 18.90 12.50 b. Rate+100 basis point 24.00 15.38

Expected Future Cash Flows As at

March 31, 2018 As at

March 31, 2017 Year 1 0.31 0.20 Year 2 0.33 0.22 Year 3 1.32 0.26 Year 4 0.45 0.53 Year 5 0.47 0.33 Year 6 to 10 2.88 2.15

15. Revenue from Operations Year ended

March 31, 2018 Year ended

March 31, 2017 Sales 52.01 469.86 Less: Vat / Sales Tax - 1.07

52.01 468.79 Rent and other related revenues 7,889.42 7,774.43 Project Mangement Consultancy - 6.84 Total 7,941.43 8,250.06

94

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

16. Other income Year ended

March 31, 2018 Year ended

March 31, 2017 Interest incomeOn bank deposits 0.58 0.46 On others 1,922.08 2,464.41 Income From Debtors Assignment 123.00 - Profi t on sale of Fixed Assets 1,129.51 325.08 Profi t on sale of Investments 307.80 - Fair Valuation of Investments 7.86 - Excess Provision Written Back - 507.90 Sale of Scrap - 9.52 Miscellaneous Income 5.43 31.16 Total 3,496.26 3,338.53

17. Operating Cost Year ended

March 31, 2018 Year ended

March 31, 2017 Mall Maintenance Charges 121.05 170.06 Rent 4,747.60 4,579.30 Total 4,868.65 4,749.36

18. Cost of Units sold Year ended

March 31, 2018 Year ended

March 31, 2017 Cost of units sold 39.28 384.66 Total 39.28 384.66

19. Employee benefi ts expense Year ended

March 31, 2018 Year ended

March 31, 2017 Salaries, Wages and Bonus 436.87 433.95 Contribution to Provident and Other Funds 30.09 24.18 Employees stock option scheme - 1.89 Staff Welfare Expenses 2.86 7.61 Total 469.82 467.63

20. Finance costs Year ended

March 31, 2018 Year ended

March 31, 2017 Interest Expenses 2,309.09 4,193.65 Other Borrowing costs 17.45 6.67 Total 2,326.54 4,200.32

21. Depreciation and amortization expense Year ended

March 31, 2018 Year ended

March 31, 2017 Depreciation on Property, Plant and Equipment 2,361.91 2,459.14 Depreciation on Investment property 124.50 154.75 Total 2,486.41 2,613.89

95

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

22. Other expenses Year ended

March 31, 2018 Year ended

March 31, 2017 Power and Fuel 192.12 45.53 Repairs and Maintenance - Others 81.30 71.59 Auditors' Remuneration

Statutory Audit Fees 5.00 5.00 Tax Audit Fees 0.50 0.50 Other Services 0.90 2.05

Rates and Taxes 100.46 471.37 Insurance 14.99 17.11 Legal and Professional Fees 133.83 190.73 Listing Fees/Custodian Charges 10.70 9.51 Director Sitting Fees 11.05 11.10 Provision for Doubtful Debts 32.59 - Travelling and Conveyance Expenses 21.47 16.70 Bad Debts - 203.84 Water Charges 9.34 13.43 Other Expenses 85.26 59.99 Loss on discard of fi xed assets - 407.57 Total 699.51 1,526.02

23. Fair value measurements

23(a) Financial instruments by category March 31, 2018 March 31, 2017

FVPL FVOCI Amortisedcost

FVPL FVOCI Amortisedcost

Financial assetsInvestments - Equity Instruments - 844.90 - - 877.20 - - Mutual Funds 510.54 - - - - - Loans - - 11,822.16 - - 12,767.62 Trade receivables - - 1,573.38 - - 1,361.56 Cash and cash equivalents - - 742.01 - - 647.16 Bank Balances other than above - - 7.15 - 6.68Other fi nancial assets - - 157.61 - 14.61 Total fi nancial assets 510.54 844.90 14,302.31 877.20 14797.63Financial liabilitiesBorrowings - - 16265.81 - - 22,665.91 Deposits from customer - - 8,895.68 - - 3,853.41 Other fi nancial liabilities - - 7,594.63 - - 10,647.59 Trade payables - - 1,347.59 - - 1,595.28 Total fi nancial liabilities - - 34,103.71 - 38,762.19

23(b) Fair value hierarchy

Investment in Mutual Funds which are measured at Fair Value through Profi t andf Loss Account are measured under Level 1.

Assets and liabilities which are measured at amortised cost for which fair values are disclosed are calculated under Level 3 except loans and security deposits which is measured at Level 2.

Investment in Equity Shares which are measured at Fair Value through Other Comprehensive Income are measured under Level 3.

96

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

Fair value measurements using signifi cant unobservable inputs (level 3)

The following table presents the changes in level 3 items for the periods ended March 31, 2018: Investment in- Equity instruments

As at March 31, 2016 1,083.44 Conversion of loan into equity shares - Gains/(losses) recognised in Other Comprehensive Income (206.26)As at March 31, 2017 877.18 Sale of Investment (0.10)Gains/(losses) recognised in Other Comprehensive Income (32.16)As at March 31, 2018 844.92

Valuation processes

The Company has obtained assistance of independent and competent third party valuation experts to perform the valuations of fi nancial assets and liabilities required for fi nancial reporting purposes, including level 3 fair values. Discussions of valuation processes and results are held between the Company and the valuer on periodic basis. Discount rates are determined using a capital asset pricing model to calculate a pre-tax rate that refl ects current market assessments of the time value of money and the risk specifi c to the asset.

23(c) Fair value of fi nancial assets and liabilities measured at amortised cost March 31, 2018 March 31, 2017

Carryingamount

Fair value Carryingamount

Fair value

Financial assetsLoans 11,822.16 11,867.35 12,767.62 12,851.89 Total fi nancial assets 11,822.16 11,867.35 12,767.62 12,851.89 Financial liabilitiesBorrowings 16,265.81 16,265.81 22,665.91 22,665.91 Deposits from customer 8,895.68 9,000.81 3,853.41 3,927.15 Total fi nancial liabilities 25,161.49 25,266.62 26,519.32 26,593.06

The following methods and assumptions were used to estimate the fair values:

1. Fair value of trade receivables, trade payables, cash and cash equivalent, Bank balances other than above, other fi nancial assets and other fi nancial liabilities approximate their carrying amounts largely due to short term maturities of these instruments.

2. The fair values for loans and security deposits were calculated based on cash fl ows discounted using a current lending rate. They are classifi ed as level 2 in the fair value hierarchy due to the inclusion of observable inputs.

3. The fair values of non-current borrowings are based on discounted cash fl ows using a current borrowing rate. They are classifi ed as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

4. For fi nancial assets and liabilities that are measured at fair value, the carriying amounts are equal to the fair values.

5. The fair value of the long-term Borrowings with fl oating-rate of interest is not impacted due to interest rate changes and will not be signifi cantly different from their carrying amounts as there is no signifi cant change in the under-lying credit risk of the Company borrowing (since the date of inception of the loans). Further, the Company has no long-term Borrowings with fi xed rate of interest.

The Company uses the following hierarchy for determining and disclosing the fair value of fi nancial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a signifi cant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: techniques which use inputs that have a signifi cant effect on the recorded fair value that are not based on observable market data.

97

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

24. Financial risk management

The Company’s business activities expose it to a variety of fi nancial risks, namely liquidity risk, market risks and credit risk. The Company’s senior management has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk are reviewed regularly to refl ect changes in market conditions and the company’s activities.

A. Market risks

Market risk is the risk that the fair value of future cash fl ows of a fi nancial instrument will fl uctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. The company is not exposed to any foreign currency risk as neither operates internationally nor has any foreign currency transaction.

(a) Price Risk - Exposure:

The Company’s exposure to equity securities price risk arises from investments held by the Company and classifi ed in the balance sheet at fair value through OCI. To manage its price risk arising from investments in equity securities, the Company diversifi es its portfolio. Diversifi cation of the portfolio is done in accordance with the limits set by the Company.

March 31, 2018 March 31, 2017 BSE Sensex 30- Increase 5% 25.53 - BSE Sensex 30- Decrease 5% (25.53) -

Above referred sensitivity pertains to investment in quoted securities . Profi t for the year would increase/(decrease) as a result of gains/ (losses) on the same as at fair value through profi t or loss.

(b) Interest rate risk

The exposure of the Company’s borrowing to interest rate changes at the end of the reporting period are as follows:March 31, 2018 March 31, 2017

Variable rate borrowings 7,788.01 15,879.31 Percentage of variable rate borrowings to total borrowings 38% 53%Total borrowings 20,548.32 30,088.52

Sensitivity

Profi t or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates.March 31, 2018 March 31, 2017

Interest rates – increase by 50 basis points* (38.94) (79.40)Interest rates – decrease by 50 basis points* 38.94 79.40 *Holding all other variables constant

B. Credit Risks

Credit risk is the risk that a counterparty will not meet its obligations under a fi nancial instrument or customer contract, leading to a fi nancial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables).

Trade receivables

Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management.

The Company measures the expected credit loss of trade receivables and loan & advances customers wise based on historical trend. Loss rates are based on actual credit loss experience and past trends. Based on the historical data, adequate provision for the loss on collection of receivable has been made.

Movement in provisions of doubtful debtsAs at

March 31, 2018As at

March 31, 2017Opening provision 84.62 666.64 Add:- Additional provision made 32.59 - Less:- Provision write off 25.90 74.12 Less:- Provision reversed - 507.90 Closing provisions 91.31 84.62

Financial Assets are considered to be of good quality and there is no signifi cant increase in credit risk

98

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

C. Liquidity Risk:

Liquidity risk is the risk that the company will face in meeting its obligations associated with its fi nancial liabilities. The company’s approach to managing liquidity is to ensure that it will have suffi cient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions. A material and sustained shortfall in our cash fl ow could undermine the company’s credit rating and impair investor confi dence.

The following table shows the maturity analysis of the company’s fi nancial liabilities based on contractually agreed undiscounted cash fl ows as at the balance sheet date:

Maturity patterns of liabilities:Less than 12 months More than 12 months Total

As at March 31, 2018Trade payables 1,347.59 - 1,347.59 Borrowings 12,760.30 3,521.51 16,281.81 Other Financial liabilities 7,594.63 10,784.78 18,379.41 Other Non Financial liabilities 11,313.58 - 11,313.58 As at March 31, 2017Trade payables 1,595.28 - 1,595.28 Borrowings 14,900.98 7,799.58 22,700.56 Other Financial liabilities 10,647.59 5,214.23 15,861.82 Other Non Financial liabilities 10,731.63 - 10,731.63

D. Capital Management

The Company aim to manages its capital effi ciently so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders.

The capital structure of the Company is based on management’s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company does not distribute dividends to the shareholders.

25. Segment information

In accordance with the Accounting Standard Ind-AS 108 - Operating Segment, segment information has been given in the consolidated fi nancial statements of Future Market Networks Limited, no separate disclosure of segment reporting is required in these fi nancial statements.

26. Earnings per shareAs at

March 31, 2018As at

March 31, 2017(a) Basic and diluted earnings per share Profi t attributable to the equity holders of the company 180.28 (2,406.09) Total basic earnings per share attributable to the equity holders of the

company (in `) 0.32 (4.28)

(b) Diluted earnings per share Profi t attributable to the equity holders of the company 180.28 (2,404.19) Total diluted earnings per share attributable to the equity holders of the

company (in `) 0.32 (4.28)

(c) Weighted average number of shares used as the denominator Weighted average number of equity shares used as the denominator in

calculating basic earnings per share 56,291,281 56,206,700

Weighted average number of equity shares used as the denominator in calculating basic earnings per share

56,291,281 56,206,700

99

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

27. Acquisition of Subsidiaries:

a. Gati Realtors Private Limited:

On August 14, 2017 the company has accquired 10,000 Equity Shares of Gati Realtors Private Limited, being 100% shareholding of the company.

Subsequent to the accquisition of the 100% equity holding, during the year additional 10,852,500 shares were issued to the company at FV of `10/- resulting in a total investment of ` 1,085.68 Lakhs

The acquisition of the specifi ed assets referred to as “ Business Combination” under Ind AS 103.

Total Purchase Consideration transferred:- ` 0.42 Lakhs (entire cash) upon accquidition

The fair value of net assets acquired as at the date of acquisition were ` 0.42 Lakhsb. Future Trade Markets Private Limited. The Company was holding 70% of the share captial in Future Trade Markets Private Limited. Pursuant to share purchase

and buy back agreement dated August 16, 2017, the company has accquired 43,869 equity shares of Future Trade Markets Private Limited (Classifi ed as a Joint Venture upto 31.03.2017) from the other co-venturer, being 5% of the share holding of the company and the balance 25% shareholding held by the other co-venturer was bought back by Future Trade Markets Private Limited. As a result, Future Trade Markets Private Limited became a wholly owned subsidiary of the Company.

The above acquisition of the specifi ed assets referred to as “ Business Combination” under Ind AS 103. Total Purchase Consideration paid for the purpose of accquisition: Upto August 16, 2017: 6,14,161 shares at a cost of ` 3866.00 Lakhs fair value of such shares as on the date of acquiring full

control was ` 2142. 19 Lakhs During FY 2017-18: 43,869 shares at cost (which is equivalent to the fair value) of ` 153.44 Lakhs The fair value of assets accquired and liabilities assumed as at the date of accquisition were:- ` 2295.21 Lakhs

c. Future Retail Destination Limited The Company is holding 50% of the shareholding in Future Retail Destination Limited. Pursuant to Share Purchase Agremeent

dated 31 May, 2017 the company has agreed to purchase 1,50,00,000 shares of Future Retail Destination Limited (Classifi ed as Joint Venture upto 31.03.2017) being balance 50% of the share holding of the said company from the other co-venturer by the end of September 2018. Further, the Company has also established full control over operations of Future Retail Destination Limited, by virtue of the agreement, thereby resulitng into a subsidiary of the Company.

Till May 31, 2017, the company has made an investment of ` 1500 lakhs (representing 50% of the total shareholding), fair value of which as on the date of share purchase agreement is ` 1466.82 lakhs. The fair value of assets and liabilities assumed at the date of share purchase agreement were: ` 2933.63 Lakhs

28. Assets pledge as security The carrying amounts of assests pledged as security for current and non - current borrowings are :

Particulars As at March 31, 2018

As at March 31, 2017

Current AssetsFinancial AssetsFirst Charge

- Trade Receivables - 1,361.56

Total Current Assets pledged as Security - 1,361.56 Non-Current AssetsFirst Charge

Property, Plant and Equipment 11,038.95 13,238.77

Capital Work-in-Progress - -

Investment Properties 2,988.71 7,604.37

Assets Held for Sale 6,277.75 7,708.03

Total Non Current Assets pledged as Security 20,305.41 28,551.17 Total Assets pledged as Security 20,305.41 29,912.73

100

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

29. Share based payments

(a) Employee option plan/ Tradable Options

Future Market Networks Limited (FMNL) has granted options to eligible employees on September 24, 2012 under Employee Stock Option Scheme 2012 (“ESOS 2012”). These options shall vest over a period of four years in the proportion of 25% for each year from the date of grant. These options can be exercised anytime within a period of three years from the date of vesting.

(b) The details pertaining to number of options, weighted average price and assumptions considered for fair value are disclosed below:

Particulars As at March 31, 2018

As at March 31, 2017

Weighted Average

Exercise price

No. of options Weighted Average

Exercise price

No. of options

Options outstanding at the beginning of the period - - 12 122,250

Options granted during the period - - - -

Exercised during the period - - 12 (120,125)

Expired during the period - -

Forfeited during the period - - 12 (2,125)

Options outstanding at the end of the period - - - Options vested and exercisable at the end of the period

- - -

(c) Effect of share-based payment transactions on the entity’s profi t or loss for the period and on its fi nancial position: Total expenses arising from share-based payment transactions on account of Share option plans recognised in profi t or loss

as part of employee benefi t expense were as follows:

Particulars March 31, 2018 March 31, 2017Employee compensation expense - 1.89

All options outstanding has been exercised on or before the year ended March 31, 2017. (d). Method and Assumptions Used to Estimate the Fair Value of Options Granted During the Year: The fair value at grant date is determined using the Black Scholes Model which takes into account the exercise price,

the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

1. Risk Free Interest Rate 7.45%2. Expected Life 2.5 years3. Expected Volatility 70.70%4. Dividend Yield 0.00%5. Price of the Underlying Share in Market at the Time of the Option Grant ( `) 23.95

101

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

30. Related party transactions

In compliance with Ind AS 24 - “Related Party Disclosures”, as notifi ed under Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies ( Indian Accounting Standards) Amendment Rules, 2016 the required disclosures are given in the table below:

(a) Name of related parties and related parties relationship:-Name of Related Parties Relationship

March 31, 2018 March 31, 2017PAN India Food Solutions Private Limited (w.e.f. 14.08.2017)

Director Interested

-Splender Fitness Private Limited

Director InterestedGalaxy Entertainment Corporation LimitedRetail Light Techniques India LimitedNaman Mall Management Company Private Limited (wholly owned subsidiary upto 30.09.2017)

Subsidiary Aashirwad Malls Private Limited

Subsidiary

Suhani Mall Management Company Private LimitedSun City Properties Private Limited Gati Realtors Private Limited -Future Trade Markets Private Limited

Joint Venture

Future Retail Destination LimitedStar Shopping Centres Private Limited

Joint VentureRiddhi Siddhi Mall Management Private LimitedUtility Developers Private LimitedSattva Realtors Limited

-Future Corporate Resources Limited

Investing PartiesManz Retail Private LimitedWeavette Business Ventures Limited Ishbhoomi Fabtraders Private Limited Investing PartiesSuhani Trading & Investment Consultants Private Limited (w.e.f. 14.10.2017) Holding Company

-Retail Trust (w.e.f. 14.10.2017) Ultimate Holding

EntityFuture Retail Limited (w.e.f. 14.10.2017) Associate of

Holding CompanyPraxis Home Retail Limited (w.e.f. 14.10.2017)Mr. Anil Cherian Key Managerial

Personnel (KMP)Key Managerial Personnel (KMP)Mr. Pawan Agarwal

Ms. Ritu Pawan AgarwalRelative of KMP Relative of KMP

Ms. Jollamma Anil CherianMr. Sunil Biyani Managing Director Managing DirectorMr. Rajesh Kalyani Non-Executive

DirectorNon-Executive

DirectorMs. Udita Jhunjhunwala

Independent Director

Independent DirectorMr. Vijai Singh Dugar

Mr. K.A SomayajuluMr. Pramod Arora (w.e.f. 14.08.2017) Whole Time Director

102

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

(b) Key management personnel compensationParticulars March 31, 2018 March 31, 2017Short-term employee benefi ts 159.79 79.13 Post-employment benefi ts 19.59 7.84 Employee share-based payment - 7.50 Total 179.38 94.47

(c) The Following transactions were carried out with the Related Parties in the ordinary course of business:-Nature of Transaction

Subsidiary Joint

Ventures Holding

Company / Investing

Parties

Relative of KMP

Directors Director Interested

Associate of the

Holding Company

Interest Income 76.51 48.70 - - - - - 35.08 23.10 - - - - -

Project Management Consultancy - - - - - - - - 6.84 - - - - -

Rent Expenses - - - 6.72 - - 22.46 - - - 5.88 - - -

Reimbursement of Expenses - - - - - - 16.78 10.84 - - - - - -

Sitting Fees - - - - 11.05 - - - - - - 11.10 - -

Investment in shares 1,085.26 - - - - - - - 111.12 - - - - -

Share application money Given 1,085.26 - - - - - - - 112.59 - - - - -

Share application money received back - - - - - - - - 1.47 - - - - -

Advances /Loans given net off received back

(539.13) 352.07 - - - - - 427.66 163.17 - - - - -

Advances /Loans taken net off repaid back - - - - - - (2,935.11) - - (486.00) - - - -

Purchase - - - - - 1.41 - - - - - - - -

Rent Income - - - - - 5.25 586.21 - - - - - - -

Income from Debtors Assignment - - - - - 123.00 - - - - - - - -

Promotor Contribution - - - - - - - - - 1,839.97 - - - -

Business Advance Given Recived back Net - (68.77) - - - - - - 42.68 - - - - -

Capital Advance - - - - - - - - - - - - - -

Shares issued under ESOP Scheme (at issue price)

- - - - - - - 1.20 - - - 6.00 - -

Outstanding Balance as at March 31,2018Receivable - - - - - - 507.31

- - - - - - - Payables - - - - - - 39.22

- - - - - - - Subordinated Debt - - 4,905.97 - - - -

- - 4,905.97 - - - - Loans & Advances 385.49 663.95 - - - - -

642.95 577.98 - - - - - Loan / Advance Taken -

- --

450.00 -

--

--

--

12,760.30 -

Security Deposits Taken --

--

--

--

--

- -

453.00 -

NOTE: Figures in italic represents previous year’s fi gures.

103

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

(d) Signifi cant Related Party transactions:-Nature of Transaction Name of the Company March 31, 2018 March 31, 2017Interest Income Suhani Mall Management Company Private Limited 12.52 1.69

Future Retail Destination Limited 21.02 22.29 Sun City Properties Private Limited 28.81 24.21 Riddhi Siddhi Mall Management Private Limited 48.70 - Naman Mall Management Company Private Limited 12.65 9.19

Project Management Consultancy

Future Trade Market Private Limited - 6.84

Lease Rent Expenses Ms. Jollamma Anil Cherian 3.36 2.94 Ms. Ritu Pawan Agarwal 3.36 2.94

Reimbursement of Expenses Sun City Properties Private Limited - 10.84 Remuneration to KMP Mr. Pawan Agarwal 47.01 46.58

Mr. Anil Cherian 35.73 40.05 Mr. Pramod Arora 77.04 -

Sitting Fees / ESOP Mr. Rajesh Kalyani (Sitting Fees) 2.80 3.30 Mr. Rajesh Kalyani (ESOP Shares) - 6.00 Mr. Vijai Singh Dugar (Sitting Fees) 3.50 3.60 Mr. K.A Somayajulu (Sitting Fees) 3.60 3.60

Share application money given

Riddhi Siddhi Mall Management Private Limited (Joint Venture)

- 111.12

Gati Realtors Private Limited 1,085.26 - Investment in Shares Gati Realtors Private Limited 1,085.26 -

Riddhi Siddhi Mall Management Private Limited (Joint Venture)

- 111.12

Loan Given net off received Back

Future Retail Destination Limited (220.66) 54.68

Naman Mall Management Company Private Limited (wholly owned subsidiary upto 30/09/2017)(Director Intereted)

(379.27) 371.00

Suhani Mall Management Company Private Limited 62.09 56.47 Riddhi Siddhi Mall Management Private Limited 351.64 95.91 Future Trade Markets Private Limited (20.51) 19.77 Gati Realtors Private Limited 14.75 -

Loan Taken Net Off Paid Back

Future Retail Limited (w.e.f. 14.10.2017) (2,935.11) -

Advances repaid back Weavette Business Ventures Limited - 486.00 Promotor's Contribution Future Corporate Resources Limited - 1,839.97 Business Advance Given Recived back Net

Star Shopping Centers Private Limited (68.78) 42.68

Purchases Galaxy Entertainment Corporation Limited 1.42 - Rent Expenses Future Retail Limited (w.e.f. 14.10.2017) 22.46 - Rent Income Future Retail Limited (w.e.f. 14.10.2017) 550.88 -

Praxis Home Retail Limited (w.e.f. 14.10.2017) 35.34 - Reimbursement of Expenses Future Retail Limited (w.e.f. 14.10.2017) 16.79 - Income from Debtors Assignment

PAN India Food Solutions Private Limited (w.e.f. 14.08.2017)

123.00 -

104

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

31. In respect of operating lease taken by the company, the future minimum lease rental obligation under operating leases -S.

No. Particulars Year ended

March 31, 2018Year ended

March 31, 2017i) Lease rentals recognized in Statement of Profi t and Loss 4,622.43 4,369.55 ii) Lease rentals payable not later than one year 2,188.09 3,602.22 iii) Lease rentals payable later than one year and not later than fi ve years 8,054.61 8,848.11 iv) Lease rentals payable later than fi ve years 2,925.34 4,409.84

32. In respect of operating lease given by the company, the future minimum lease rental receivable under operating leases is as follows:

S. No.

Particulars Year ended March 31, 2018

Year ended March 31, 2017

i) Gross block of assets let out on operating lease 25,418.54 25,625.04 ii) Accumulated depreciation as at March 31 6,981.14 4,851.85 iii) Depreciation charged during the year to the Statement of Profi t and

Loss 2,486.41 2,613.89

iv) Lease rentals recognised in Statement of Profi t and Loss 6,341.56 5,720.79 v) Lease rentals receivable not later than one year 5,411.20 5,715.93 vi) Lease rentals receivable later than one year and not later than fi ve

years 20,288.96 7,937.07

vii) Lease rentals receivable later than fi ve years 9.33 110.00

33. Payable to MSME

Disclosure of payable to vendors as defi ned under the “Micro, Small and Medium Enterprise DevelopmentAct, 2006” is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on requests made by the company.There are no overdue principal amounts/ interest payable amounts for delayed payments to such vendorsat the Balance Sheet date. There are no delays in payment made to such suppliers during the year or forany earlier years and accordingly there is no interest paid or outstanding interest in this regard in respect ofpayments made during the year or brought forward from previous years.

34. Disclosures as per Part A of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and section 186(4) of the Companies Act, 2013 in relation to loans and advances given (except advances given for business / capital purpose)

Sr No

Name of Companies Relationship Outstanding Balance Maximum Balance outstanding during the year

As at March 31, 2018

As at March 31, 2017

Year ended March 31, 2018

Year ended March 31, 2017

A Loans Given1 Future Trade Markets Private Limited Subsidiary - 20.50 29.36 20.50 2 Suhani Mall Management Company

Private LimitedSubsidiary 132.74 58.14 132.74 58.14

3 Star Shopping Centres Private Limited Joint Venture 171.91 240.68 249.15 283.36 4 Sun City Properties Private Limited Subsidiary 233.87 205.54 233.87 205.54 5 Riddhi Siddhi Mall Management

Private LimitedJoint Venture 491.61 96.14 542.77 106.24

6 Future Retail Destination Limited Subsidiary - 220.65 243.53 220.65 7 Utility Developers Private Limited Joint Venture 0.44 - 0.44 - 8 F R Retail Destination Private Limited Other Body Corporate - - - 1,274.54 9 Ojas Mall Management Private

LimitedOther Body Corporate 412.95 475.02 482.39 555.06

10 Niyman Mall Management Company Private Limited

Other Body Corporate 451.18 292.09 451.18 292.09

11 Acute Realty Private Limited Other Body Corporate 187.28 1,286.13 1,312.31 4,529.01 12 Nishta Mall Management Company

Private LimitedOther Body Corporate 1,692.37 1,725.50 1,748.31 1,725.50

13 Precision Realty Developers Private Limited

Other Body Corporate 2,065.16 - 2,065.16 170.00

14 Unique Malls Private Limited Other Body Corporate 2,271.15 5,205.82 5,205.82 7,260.48

105

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

Sr No

Name of Companies Relationship Outstanding Balance Maximum Balance outstanding during the year

As at March 31, 2018

As at March 31, 2017

Year ended March 31, 2018

Year ended March 31, 2017

15 Bansi Mall Management Company Private Limited.

Other Body Corporate - - - 324.39

16 Navika Developers Private Limited Other Body Corporate 12.90 77.65 269.00 253.13 17 Ujjain Future Bazaar Private Limited Other Body Corporate 784.65 452.97 784.65 452.97 18 Harmony Malls Management Private

LimitedOther Body Corporate 649.97 713.65 1,046.65 713.65

19 Shrijee Lifestyle Private Limited Other Body Corporate - - - 64.85 20 Naman Mall Management Company

Private LimitedOther Body Corporate - 379.27 379.27 379.27

21 Gati Realtors Private Limited Subsidiary 14.75 - 14.75 - 22 Invention Realtors Private Limited Other Body Corporate - - 45.00 - B Corporate Guarantee Giveni. IDBI Bank Limited-

Other Body Corporate 18700 18700Acute Realty Private Limited

ii. Central bank of India- Other Body Corporate 18750 18750

Unique Malls Private Limitediii. Indian Overseas Bank -

Other Body Corporate 12500Precision Realty Developers Private Limited

v. Central Bank of IndiaInvesting Party/ Holding Company 15000 15000Suhani Trading and Investment

Consultants Private LimitedC Investments Investments made are given under Schedule 5(a)

Note: (a). All the above loans have been granted for business purposes, except loan amounting to ` 2150.00 lakhs which has

been granted to Unique Malls Private Limited, being promoter contribution, for the purpose of obtaining bank fi nance.(b). All the above loans are interest bearing except loan to Gati Realtors Private Limited & Star Shopping Centres Private

Limited which is in the nature of business advance, and promoter contribution to Unique Malls Private Limited as stated above.

35. Contingent Liabilities not provided for: (a) Corporate Guarantee given to bank on behalf of Companies- ` 52,450 Lakhs (2017: ` 64,950 Lakhs) Note: As on May 25, 2018, being the date of adopting the Financial Statements the amount of Corporate Guarantee

is ` 18,700 Lakhs (Refer note 34)(b) Service Tax disputed demand - ` 779.80 lakhs (2017: ` 779.80 lakhs) The demand is related to the tax liabilities of the erstwhile owner of the commercial property situated at D-09,

Dhanvantari Chikitsa Kendra Yojna, Nanakheda, Ujjain, Madhya Pradesh – 456010. The property was acquired from a fi nancial institution and not from the alleged assesse/erstwhile owner.

Based on the interpretation of other relevant provisions, the Company has been legally advised that the demand is not maintainable and the Company already fi led a writ petition before Hon’ble High Court MP challenging the demand and accordingly no provision has been made.

(c) In an Arbitration proceedings before the sole Arbitrator, appointed by the Hon’ble High Court of Calcutta, in respect of disputes arose out of termination of a license agreement related to a shopping mall, the Arbitrator has awarded a net amount of ` 12,90,52,379/- (Rupees Twelve Crore Ninety Lakhs Fifty Two Thousand Three Hundred Seventy Nine Only) to the Claimant after allowing certain counter claims of the Company.

The Company has fi led an Arbitration Petition challenging the arbitration award U/s 34 of Arbitration and Conciliation Act, 1996 before the Hon’ble High Court, Calcutta.

Claimant through its Proprietor has also challenged the aforesaid arbitration award before the Hon’ble High Court, Calcutta.

The matters are pending before the High Court, Calcutta.

106

Notes to the fi nancial statements for the year ended March 31, 2018(All amounts in INR lakhs, unless otherwise stated)

(d) The Company has sub lease rights with respect to a shopping mall in Mumbai and there were serious disputes amongst the parties under the said arrangement. During the year 2017-18, the parties have arrived at a settlement in a suit fi led by the Company and tendered consent terms with Hon’ble High Court of Bombay in the suit fi led by the Company. The consent terms deals with settlement of long standing dispute between the Company including settlement of past claims of sub lessor and in terms of the settlement entire outstanding till 30th June 2017 is settled for an amount of ` 35.10 Cr, which is payable over a period of 3 years (over and above the existing receivables standing in the books) and the arrangement provides for future lease period and reduced rentals for the sub lease period upto August 2027. The arrangement deals with entitlement of lease rental in respect of premises owned by various third parties and a minority of such third party owners have intervened in the matter raising objections with respect of approval of consent terms by the Hon’ble Court. The Court has taken the consent terms on record but not yet issued an order sanctioning the consent terms. In case, the consent terms are accepted as fi led, the Company will have to honour its payment obligations for the said amount after paymnets made, if any, and the parties shall be administrated in terms of the said consent terms. However, if the consent terms are not approved as agreed by the parties, it shall be relegated to the original position of the suit fi led by the Company . In view of this, the above has been disclosed as contingent liabilities pending approval of Hon’ble High Court in relation to the consent terms.

As per our Report of even date For Viren Gandhi & Co. For and on behalf of the Board of Directors Chartered Accountants

Chintan Gandhi Sunil Biyani Vijai Singh Dugar Pramod AroraPartner Managing Director Chairman Whole Time Director

DIN: 00006583 DIN: 06463399 DIN: 02559344

Place: Mumbai Pawan Agarwal Anil CherianDate: May 25,2018 Chief Financial Offi cer Company Secretary

107

Annexure 9B

108

109

110

Annexure 10

111

112

113

114

115

116

117

(All amounts in Lacs)Notes 31 March 2018 31 March 2017

ASSETSNon current assets

Property, Plant and Equipment 3 18.98 22.08Capital Work in progressOther Intangible assets 4 0.44 0.66Financial Assets(i) Loans 5(a)(ii) Other Financial Assets 5(b) 2.84 2.54Deferred tax assets (net) 19 81.77 121.53Other non current assets 6 2.52 5.28Total Non Current Assets 106.54 152.09

Current assetsInventories 7 0.35Financial Assets(i ) Trade receivables 5(c) 212.21 242.89(ii) Loans 5(a)(iii ) Cash and cash equivalents 5(d) 200.04 169.07(iv ) Other Financial Assets 5(b) 1.18 2.18Current Tax Assets (Net)Other current assets 6 254.94 147.23

668.36 561.72774.91 713.81

EQUITY AND LIABILITIESEquity

Equity Share capital 8(a) 2.50 2.50Other Equity

Reserves and Surplus 8(b) 112.12 11.76Other reserves 8(b)Total Equity 114.62 14.26

LIABILITIESNon current liabilities

Financial Liabilities(i ) Borrowings 9(a)(ii) Other financial liabilities 9(c) 44.35 21.05Provisions 11 16.62 19.02Deferred tax liabilities (Net)Other non current liabilities 10 7.56 2.59Total Non Current Liabilities 68.52 42.66

Current liabilitiesFinancial Liabilities(i ) Borrowings 9(a)(ii ) Trade payables 9(b) 288.15 402.31(iii )Other financial liabilities 9(c ) 94.87 74.99Provisions 11 0.55 0.45Income Tax Liabilities (Net) 65.47 36.93Other current liabilities 10 142.71 142.21Total Current Liabilities 591.76 656.89

Total Liabilities 660.29 699.55Total Equity and Liabilities 774.91 713.81

As per our report of even date attached For and on behalf of the BoardFor Shambhu Gupta & Co.Chartered Accountants S/d S/dFirm Reg No : 007234C PRAMOD ARORA VIJAI SINGH DUGAR

Director Director02559344 06463399

Rajkumar KhatodPartner S/dMembership No: 133612 Sanjeev ManchandaPlace : Mumbai Chief Finance OfficerDate : 21 05 2018

Total Current AssetsTotal Assets

STAR SHOPPING CENTRES PRIVATE LIMITEDCIN NO : U51101DL2008PTC184935

BALANCE SHEET AS AT 31 March, 2018

Particulars

118

(All amounts in Lacs)Year ended Year ended

Notes 31 March 2018 31 March 2017

Revenue From Operations 12 2,523.90 2,421.98Other Income 13 8.20 9.70Total Income 2,532.10 2,431.68ExpensesCost of Material Consumed 14 39.07 39.82Employee Benefits Expense 15 324.09 305.45Depreciation and Amortization Expense 16 6.28 4.96Other Expenses 17 2,016.98 2,028.09Finance costs 18 5.67 4.83Total Expenses 2,392.09 2,383.16

Profit/(Loss) before Exceptional Items and Tax 140.01 48.52Exceptional Items

Profit/(Loss) before Tax 140.01 48.52

Income Tax Expense: 19Current Tax 28.55 9.25Earlier year Tax 0.52Deferred Tax (39.77) (15.41)MAT Credit Entitlement (28.55) (9.76)

Total tax expense 39.77 15.41

Profit (Loss) for the year 100.24 33.11Other Comprehensive IncomeItems that will not be reclassified to profit or loss

Remeasurements of post employment benefitobligations (0.12) (0.51)Income tax relating to the above 0.04 0.16

Other Comprehensive Income for the year, net of tax (0.09) (0.35)Total Comprehensive Income for the year 100.33 33.46Earnings per equity share for profit from continuingoperation attributable to owners of the companyBasic earnings per share 28 400.97 132.44Diluted earnings per share 28 400.97 132.44The accompanying notes form an integral part of the financial statements.

As per our report of even date attachedFor Shambhu Gupta & Co.Chartered Accountants S/d S/dFirm Reg No : 007234C PRAMOD ARORA VIJAI SINGH DUGAR

Director Director02559344 06463399

Rajkumar KhatodPartner S/dMembership No: 133612 Sanjeev ManchandaPlace : Mumbai Chief Finance OfficerDate : 21 05 2018

STAR SHOPPING CENTRES PRIVATE LIMITEDCIN NO : U51101DL2008PTC184935

STATEMENT OF PROFIT AND LOSS

For and on behalf of the Board

119

(All amounts in Lacs)

NotesYear ended

31 March 2018Year ended

31 March 2017A Cash Flow from operating activities

Profit before income tax including discontinued operations 140.13 49.04Adjustments forAdd:Depreciation and amortisation expenses 16 6.28 4.96Loss on assets sold or discardedBad debts and irrecoverable balances written offLess:Interest received 13 1.61 5.17Provisions no longer requiredProvision for doubtful debt written backSurplus on sale of fixed assets

Operating Profit before Working Capital Changes 144.80 48.82

Change in operating assets and liabilities(Increase)/decrease in trade receivables 5(c ) 30.69 168.72(Increase)/decrease in Non Current other financial assets 5(b) (0.30) (0.30)(Increase)/decrease in Current other financial assets 5(b) 1.00 (1.52)(Increase)/decrease in other non current assets 6 2.76 3.37(Increase)/decrease in other current assets 6 (107.71) 29.13(Increase)/decrease in inventories 7 0.35 (0.35)Increase/(decrease) in trade payables 9(b) (114.16) (12.45)Increase/(decrease) in other Non Current financial liabilities 9(c) 23.30 (3.28)Increase/(decrease) in other Current financial liabilities 9(c) 19.89 7.96Increase/(decrease) in Non Current provisions 11 (2.40) 3.49Increase/(decrease) in Current provisions 11 0.10 0.08Increase/(decrease) in other non current liabilities 10 4.96 (169.23)Increase/(decrease) in other current liabilities 10 0.50 (37.34)

Cash generated from operationsIncome taxes paid 19 28.55 9.76

Net cash inflow from operating activities 32.32 46.87

B Cash flow from investing activities:Purchase of property, plant and equipment/ intangible assets 3 &4 (2.96) (9.17)

Capital advancesSale proceeds of property, plant and equipmentLong term depositsShort term depositsInterest received 13 1.61 5.17

Net cash outflow from investing activities (1.35) (4.00)

STAR SHOPPING CENTRES PRIVATE LIMITEDCIN NO : U51101DL2008PTC184935

Cash Flow Statement

120

C Cash flow from financing activitiesRepayment of long term borrowingsRepayment of short term borrowingsInterest paidInvestment in equity shares of a subsidiary

Net cash inflow (outflow) from financing activities

Net increase/(decrease) in cash and cash equivalents 30.97 42.87Add: Cash and cash equivalents at the beginning of the financial year 5(d) 169.07 126.19Cash and cash equivalents at the end of the year 5(d) 200.04 169.07

Non Cash Financing and investing activitiesAcquisition of property, plant and equipment by means of finance lease

Reconciliation of Cash Flow statements as per the cash flow statementCash Flow statement as per above comprises of the following 31 March 2018 31 March 2017Cash and cash equivalents 200.04 169.07Bank overdraftsBalances as per statement of cash flows 200.04 169.07

The accompanying notes form an integral part of the financial statements.As per our report of even date attachedFor Shambhu Gupta & Co.Chartered Accountants S/d S/dFirm Reg No : 007234C PRAMOD ARORA VIJAI SINGH DUGAR

Director Director02559344 06463399

Rajkumar KhatodPartner S/dMembership No: 133612 Sanjeev ManchandaPlace : Mumbai Chief Finance OfficerDate : 21 05 2018

For and on behalf of the Board

121

2. SIGNIFICANT ACCOUNTING POLICIES:

(a) BASIS OF PREPARATION OF FINANCIAL STATEMENT

122

123

124

o

ooo

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125

126

127

128

129

NOTES FORMING PART OF THE FINANCIAL STATEMENTS(All amounts in INR, unless otherwise stated)Note 3 : Property, Plant & Equipment (All amounts in Lacs)

ParticularsComputerhardware

Furniture &Fittings

LeaseholdImprovement

ElectricalEquipments

OfficeEquipments

Total

Year ended 31 March 2017Gross carrying amountBalance as at 1st April, 2016 12.73 8.86 21.16 0.53 5.63 48.91Additions 2.09 5.34 1.03 8.46Deductions and adjustmentsClosing gross carrying amount 14.82 14.20 21.16 0.53 6.65 57.38

Accumulated depreciation and impairmentOpening accumulated depreciation 10.21 4.16 14.60 0.08 1.33 30.38Depreciation charge during the year 0.96 0.90 2.06 0.05 0.94 4.92Impairment lossDisposalsClosing accumulated depreciation andimpairment 11.16 5.07 16.67 0.13 2.27 35.30Net carrying amount 3.66 9.14 4.50 0.40 4.38 22.08

Year ended 31 March 2018Gross carrying amountOpening gross carrying amount 14.82 14.20 21.16 0.53 6.65 57.38Additions 1.12 0.55 1.29 2.96Deductions and adjustmentsClosing gross carrying amount 15.94 14.20 21.16 1.09 7.94 60.34

Accumulated depreciation and impairmentOpening accumulated depreciation 11.16 5.07 16.67 0.13 2.27 35.30Depreciation charge during the year 1.58 1.19 2.06 0.07 1.16 6.06Impairment lossDisposalsClosing accumulated depreciation andimpairment 12.74 6.26 18.73 0.20 3.43 41.35Net carrying amount 3.20 7.95 2.44 0.89 4.51 18.98

STAR SHOPPING CENTRES PRIVATE LIMITED

130

Note 4: Intangible AssetsParticulars Software Total

Year ended 31 March 2017Gross carrying amountBalance as at 1st April, 2016Additions 0.71 0.71DeductionsClosing gross carrying amount 0.71 0.71

Accumulated amortisation and impairmentOpening accumulated amortisationAmortisation charge for the year 0.05 0.05Impairment chargeClosing accumulated amortisation and

impairment 0.05 0.05Closing net carrying amount 0.66 0.66

Year ended 31 March 2018Gross carrying amountBalance as at 1st April, 2017 0.71 0.71AdditionsDeductionsClosing gross carrying amount 0.71 0.71

Accumulated amortisation and impairmentBalance as at 1st April, 2017 0.05 0.05Amortisation charge for the year 0.22 0.22Impairment chargeClosing accumulated amortisation andimpairment 0.27 0.27Closing net carrying amount 0.44 0.44

131

(All amounts in INR, unless otherwise stated)Note 5: Financial assets5(a) Loans (All amounts in Lacs)

Current Non current Current Non current

Note 5(b) Other financial assets

Current Non Current* Current Non Current*

1.18 2.84 2.18 2.54

1.18 2.84 2.18 2.54* on amortised cost

Note 5(c) Trade receivables31 March 2018 31 March 2017

Trade receivables 181.85 242.89Receivables from related parties 30.36Less: Allowance for doubtful debtsTotal receivables 212.21 242.89

Breakup of securities details31 March 2018 31 March 2017

Secured, considered goodUnsecured, considered good 212.21 242.89DoubtfulTotal 212.21 242.89Less: Allowance for doubtful debtsTotal trade receivables 212.21 242.89

5(d) Cash and cash equivalents31 March 2018 31 March 2017

Balances with banksin current accounts 199.04 168.46deposits with original maturity of 3 months or less

Cash on hand 1.00 0.61Total cash and cash equivalents 200.04 169.07

Note 6: Other assets

Current Non current Current Non current3.08 3.08 2.460.30 2.52 0.30 2.823.40 6.75

112.28 89.0562.69 0.04

0.7527.68 27.68

9.25 9.2528.55

6.97 11.08254.94 2.52 147.23 5.28

Note 7: Inventories31 March 2018 31 March 2017

Closing Stock 0.35

Total 0.35

Prepaid expensesTotal other assets

Advances to suppliersBalances with statutory authorities

TDS Receivable on servicesOther receivablesEmployee advancesMAT Credit Entitlement FY 15 16

Other Assets

MAT Credit Entitlement FY 16 17

Prepaid Rent

MAT Credit Entitlement FY 17 18

Other ReceivablesAdvances recoverable in cashBank deposits with more than 12 months maturity

31 March 2018 31 March 2017

Total other financial assets

Interest accrued on depositsSecurity deposits Paid

STAR SHOPPING CENTRES PRIVATE LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENTS

31 March 2018 31 March 2017

Security and other depositsTotal loans

31 March 2018 31 March 2017

132

(All amounts in INR, unless otherwise stated)Note 8: Equity share capital and other equity8(a) Equity share capital

Authorised equity share capital (All amounts in Lacs)

PARTICULARSNumber

of shares Amount

As at 31 March 2017 40,000 4.00As at 31 March 2018 40,000 4.00

Issued ,Subscribed & Paid up Capital

PARTICULARSNumber

of shares AmountAs at 31 March 2017 25,000 2.50As at 31 March 2018 25,000 2.50

(i) Movements in equity share capital

PARTICULARSNo of shares Amount (Rs.) No of shares Amount (Rs.)

25,000 2.50 25,000 2.50

25,000 2.50 25,000 2.50

(ii) Details of shareholders holding more than 5% shares in the company

Number ofshares

% holding Number ofshares

% holding

Future Market Networks Ltd 15,000 60.00 15,000 60.00Mr. Pranay Sinha 5,000 20.00 5,000 20.00Ms. Shilpa Malik 5,000 20.00 5,000 20.00

Terms and rights attached to equity shares

In the period of five years immediately preceeding March 31, 2018Nil number and class of shares allotted as fully paid up pursuant to contract without payment being received in cash.Nil number and class of shares allotted as fully paid up by way of bonus shares; andNil number and class of shares bought back.

8(b) Reserve and surplus

31 March 2018 31 March 2017Securities premium reserve 298.50 298.50Retained earnings (186.38) (286.74)Total reserves and surplus 112.12 11.76

(i) Securities premium reserve31 March 2018 31 March 2017

Opening balance 298.50 298.50Proceeds receivedClosing Balance 298.50 298.50

(ii) Retained earnings31 March 2018 31 March 2017

Opening balance (286.74) (320.21)Add: profit for the year 100.24 33.11Items of other comprehensive income recognised directly in retained earnings:

Remeasurements of post employment benefit obligation, net of tax (0.12) (0.35)Closing Balance (186.38) (286.74)

Changes during the yearClosing Balance

Particulars31 March 2018 31 March 2017

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. Thedividend proposed by the Board of Directors is subject to the approval of the shareholders in ensuing Annual General Meeting except in case ofinterim dividend. In the event of liquidation of the Company, the shareholders will be eligible to receive remaining assets of the Company, afterdistribution of all preferential amounts, in proportion to their shareholding.

STAR SHOPPING CENTRES PRIVATE LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

31 March 2018 31 March 2017

Opening Balance

133

Note 9: Financial liabilities

9(a) BorrowingsNon current borrowings Maturity date Effective Interest Rate 31 March 2018 31 March 2017SecuredFrom BanksFrom financial institutionsTotal non current borrowingsCurrent borrowingsSecuredFrom BanksBuyers creditTotal current borrowingsLess: Interest accrued (included in note 9(c))Total Current borrowings

9(b) Trade payables31 March 2018 31 March 2017

Trade payables* 116.25 160.51Payable to related party 171.91 241.80Total trade payables 288.15 402.31

No interest is paid/payable during the year to any micro or small enterprise registered under the MSMED.

9(c) Other financial liabilities

Current Non current * Current Non current *Security Deposit Received 94.87 44.35 74.99 21.05Interest accrued but not dueTotal other current financial liabilities 94.87 44.35 74.99 21.05* on amortised cost

Note 10: Other liabilities

Current Non current Current Non currentStatutory dues 19.57 4.29Prepaid rent received 6.07 7.56 3.91 2.59Expenses payable 104.25 106.32Payable to Employee 2.36 1.14Advance from Customers 10.46 26.55

Total other liabilities 142.71 7.56 142.21 2.59

Note 11: ProvisionsEmployee benefit obligations

Current Non current Current Non current

Gratuity 0.55 16.62 0.45 19.02

Total employee benefit obligations 0.55 16.62 0.45 19.02

31 March 2018 31 March 2017

31 March 2018 31 March 2017

* There were no amounts outstanding to be paid to micro and small enterprises registered under the Micro, Small and Medium EnterprisesDevelopment Act, 2006 (MSMED).

The above information has been determined to the extent such parties could be identified on the basis of the information available with thecompany regarding the status of suppliers under the MSMED.

31 March 2018 31 March 2017

134

Post employment benefit obligationsGratuity

As at As at31 Mar 18 31 Mar 17

19.47 15.911.51 1.193.27 3.53

(6.96) (0.64)(0.12) (0.51)17.17 19.47

liabilitiesAs at As at

31 Mar 18 31 Mar 17Not Applicable Not Applicable

(0.12) (0.51)(0.12) (0.51)

As at As at31 Mar 18 31 Mar 17

Current service cost 3.27 3.53Interest cost 1.51 1.19Expected return on plan assetExpenses to be recognized in the statement of profit and loss accounts 4.78 4.72

As at As at31 Mar 18 31 Mar 17

(0.12) (0.51)

(0.12) (0.51)

Experience adjustment:As at As at

31 Mar 18 31 Mar 17(0.12) (0.51)

As at As at31 Mar 18 31 Mar 17

21.00 19.008.50 9.422.70 3.30

22.00 21.0038.00 39.0012.00 16.00

0.40 0.50

The assumptions employed for the calculations are tabulated:Discount rateSalary Growth RateMortalityExpected rate of returnWithdrawal rate (Per Annum)Withdrawal rate (Per Annum)Withdrawal rate (Per Annum)

5.00% p.a. (16 to 30 Years) 2.00% p.a.3.00% p.a. (30 to 44 Years)2.00% p.a. (44 to 60 Years)

7.50 % per annum5.00 % per annum 5.00 % per annumIALM 2006 08 Ultimate IALM 2006 08 Ultimate

Average Past Service(Years)Average remaining working lives of employees(Years)Average Age(Years)Weighted average duration (based on discounted cash flows) in yearsAverage monthly salary

7.50 % per annum

Experience Adjustment (Gain ) / loss for Plan liabilitiesExperience Adjustment Gain / (loss ) for Plan assets

Summary of membership data at the date of valuation and statistics based thereon:

Particulars

Number of employeesTotal monthly salary

Particulars

Actuarial (gain)/loss obligationActuarial (gain)/loss plan assets

Total Actuarial (gain)/loss

Particulars

Actuarial (gain)/ losses from changes in financial assumptionsExperience Adjustment (gain)/ loss for Plan liabilitiesTotal amount recognized in other comprehensive Income

Amount for the year ended March 31, 2018 and March 31, 2017 recognised in the Statement of Profit and Loss under current period.

Particulars

Amount for the year ended March 31, 2018 and March 31, 2017 recognised in the Statement of other comprehensive income/Expenses under the current period:

Benefits paid (if any)Actuarial (gain)/lossPresent value of the obligation at the end of the period

Particulars

Actuarial gain / losses from changes in Demographics assumptions (mortality)

Changes in Present Value of Obligations:

Particulars

Present value of the obligation at the beginning of the periodInterest costCurrent service cost

135

Benefits valued:

Expected contribution during the next annual reporting period3.89 4.34

Maturity profile of defined benefit obligationWeighted average duration (based on 12.00 16.00

Liability with x% decrease in Withdrawal Rate [% Change] 16.83; x=1.00% [Change (2)% ] 18.89 [ (3)% ], x=1.00%

Liability with x% decrease in Salary Growth Rate [% Change] 15.80; x=1.00% [Change (8)% ] 17.42 [ (11)% ], x=1.00%Liability with x% increase in Withdrawal Rate [% Change] 17.45; x=1.00% [Change 2% ] 19.96 [ 3% ], x=1.00%

Liability with x% decrease in Discount Rate [% Change] 18.71; x=1.00% [Change 9% ] 21.85 [ 12% ], x=1.00%Liability with x% increase in Salary Growth Rate [% Change] 18.74; x=1.00% [Change 9% ] 21.89 [ 12% ], x=1.00%

Defined Benefit Obligation (Base)17.16 @ Salary Increase Rate : 5%, and

discount rate :7.75%19.47 @ Salary Increase Rate : 5%, and

discount rate :7.5%Liability with x% increase in Discount Rate [% Change] 15.84; x=1.00% [Change (8)% ] 17.48 [ (10)% ], x=1.00%

01 Apr 2023 Onwards 13.46

Sensitivity Analysis: Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate and expected salary increase rate. Effectof change in mortality rate is negligible. Please note that the sensitivity analysis presented below may not be representative of the actual change in the defined benefitobligation as it is unlikely that the change in assumption would occur in isolation of one another as some of the assumptions may be correlated. The results of sensitivityanalysis are given below:Period As on: 31 March 2018 As on: 31 March 2017

01 Apr 2020 to 31 Mar 2021 0.4201 Apr 2021 to 31 Mar 2022 0.4301 Apr 2021 to 31 Mar 2023 0.46

The Company's best estimate of Contribution during the next year

Estimate of expected benefit payments (In absolute terms i.e. undiscounted)01 Apr 2018 to 31 Mar 2019 0.5401 Apr 2019 to 31 Mar 2020 7.10

Benefit on early exit due to death and disability As above except that no vesting conditionsapply

As above except that no vestingconditions apply

Limit 20.00 10.00

Vesting Period 5 Years of service 5 Years of serviceBenefits on Normal Retirement 15/26 * Salary * Number of completed

Years of Service15/26 * Salary * Number of completed

Years of Service

Normal Retirement Age 60 Years 60 YearsSalary Terminal Basic Salary (Excluding all other

Allowances and Perquisites)Terminal Basic Salary (Excluding allother Allowances and Perquisites)

136

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(All amounts in INR, unless otherwise stated)Note 12: Revenue from operations (All amounts in Lacs)Particulars 31 March 2018 31 March 2017Professional receipts 35.00 55.00Income from Mall Operations 2,434.97 2,319.36Sale from Food Court 53.93 47.62

2,523.90 2,421.98

Note 13: Other incomeParticulars 31 March 2018 31 March 2017

Interest Received on Income Tax Refund 1.61 5.17Miscellaneous Income 6.59 4.52

Total other income 8.20 9.70

Note 14: Cost of Material Consumed

Particulars 31 March 2018 31 March 2017

Purchase for Food Court 38.72 40.17

Change in Inventory 0.35 (0.35)Total 39.07 39.82

Note 15: Employee benefit expenseParticulars 31 March 2018 31 March 2017

Salaries, Wages & Bonus 246.23 266.17Directors' Remuneration 60.00 28.80Staff Welfare 3.05 0.14Gratuity 4.78 4.72Insurance staff 10.03 5.62

Total 324.09 305.45

Note 16: Depreciation and amortisation expense31 March 2018 31 March 2017

Depreciation on Property, plant and equipment 6.06 4.92Amortisation of Intangible Assets 0.22 0.05Depreciation and amortisation expense 6.28 4.96

Note 17: Other expensesParticulars 31 March 2018 31 March 2017

Amortization of Project Cost 2.46 8.20Auditors Remuneration 2.00 1.50Books and Periodicals 0.12 0.10Business Promotion 54.64 47.27CAM Charges 5.90 5.23Commission & Brokerage 4.05Communication Exps. 4.59 6.43Computer Maintenance 1.64 1.36Conference & Business Meetings 1.47 1.26Consultancy Charges 39.21 0.42Conveyance Expenses 3.75 5.34Donation 1.20 1.36Director Seeting Fee 0.45 0.30Housekeeping Expenses 0.79 1.44Income Tax Demand Paid 0.08Insurance Expenses 0.10 0.12Interest on TDS, Service Tax, etc 14.57 1.00Internal Audit Fees 1.50Legal & Professional Charges 84.62 203.84Mall Management Expenses 1,740.84 1,628.07Subscription Charges 0.80 0.42Miscellaneous Expenses 2.56 2.61Office Expenses/ Supplies 2.78 4.73Luxury Tax (Hotel & Restaurant ) 0.78 1.51

0.03Postage & Corier 1.55 1.35Power & fuel 0.63 2.11Printing & Stationery 2.96 5.81Rental charges 33.46 33.23Repair & Maintenance 0.46 2.45Sundry balance Written off (12.15) 23.55Swachha Bharat Tax 1.01 3.65Travelling /Accommodation Expenses 23.75 27.81

2,016.98 2,028.09

STAR SHOPPING CENTRES PRIVATE LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Revenue from operations

138

17(a) Details of payments to auditors31 March 2018 31 March 2017

Auditors Remunerationa) Audit fees 1.50 1.00b) Tax Audit Fees 0.50 0.50b) Other Services 0.17c) Reimbursement of Expenses 0.20

Total 2.37 1.50

17(b) Corporate social responsibility expenditure

Note 18: Finance costs31 March 2018 31 March 2017

Interest 5.37 4.48Bank charges 0.30 0.34Total 5.67 4.83

Note 19: Current and deferred tax19(a) Statement of profit and loss:

31 March 2018 31 March 2017(a) Income tax expenseCurrent taxCurrent tax on profits for the year 28.55 9.25Adjustments for Earlier year tax 0.52

Total current tax (expense)/Saving 28.55 9.76

Deferred taxDecrease (increase) in deferred tax assets 40.41 15.82(Decrease) increase in deferred tax liabilities (0.65) (0.41)

Total deferred tax expense/(benefit) 39.77 15.41Income tax expense 68.31 25.18

31 March 2018 31 March 2017Profit before Income Taxes 140.01 48.52Statutory income tax rate (MAT) 20.39 19.06Differences due to:

Brought forward Loss or Unabsorbed Dep Whichever is LowerProvision for GratuityIncome exempt from income taxIncome tax incentivesTotal Tax 28.55 9.25

Effective income tax rate 20.39% 19.06%

19(d) Tax losses

31 March 2018 31 March 2017Unused tax losses for which no deferred tax asset has been recognised 248.26 389.07

As on 31 March 2017, the Group has net operating losses and carry forwards that shall expire as follows:Net operating losses2021 59.11 193.142022 35.52 35.522023 125.96 125.96

Unabsorbed depreciationIndefinitely 27.67 34.46

Since the company has not made profits, the company is therefore not required to incurcorporate social responsibility activities in compliance with Section 135 of Companies Act, 2013.

19(b) Deferred tax has been recorded for recognised in other comprehensive income during the yearsRs. 15,824/ (previous year Rs. 24,319/).

19(c) The reconciliation between the statutory income tax rate applicable to the Company and the effectiveincome tax rate of the Company is as follows :

Deferred tax assets have not been recognised in respect of these losses as they may not be used to offset taxable profits elsewhere in the company

139

19(e) Deferred tax liabilities (net)31 March 2018 31 March 2017

Property, plant and equipment 0.45 1.10Gratuity 5.50 6.22Total deferred tax liabilities 5.95 7.31

Unabsorbed Depreciation 8.55 10.65Total deferred tax assets/(Liabilities) 2.60 3.34Note: Deferred tax assets on unabsorbed depreciation has been restricted to the extent of deferred tax liability.

19(f) Movement in deferred tax liabilities/assetsCarry forward

lossesGratuity

Unabsorbeddepreciation

Property plantand equipment

Total

At 1 April 2016 123.05 4.91 10.65 (1.51) 137.11(Charged)/credited:

to profit or loss (17.28) 1.46 0.41 (15.41)to other comprehensive income (0.16) (0.16)Deferred tax on basis adjustment

At 31 March 2017 105.77 6.22 10.65 (1.10) 121.53(Charged)/credited:

to profit or loss (37.61) 1.48 (2.10) 0.65 (37.58)to other comprehensive income (0.04) (0.04)Deferred tax on basis adjustment (2.15) (2.15)

At 31 March 2018 68.16 5.50 8.55 (0.45) 81.77

19(g) Current tax liabilities31 March 2018 31 March 2017

Opening balanceAdd: Current tax payable for the year 28.55 9.25Add: Earlier year tax payable 0.52Less: Taxes paid (TDS Received on Service) 28.55 9.76Closing balance

140

NOTES FORMING PART OF THE FINANCIAL STATEMENTS(All amounts in INR, unless otherwise stated)Note 20: Fair value measurements

Fair value of financial assets and liabilities measured at amortised cost

Financial assetsLoansOther Financial Assets 2.84 2.54Total financial assets 2.84 2.54Financial LiabilitiesOther Financial Liabilities 44.35 21.05Total financial liabilities 44.35 21.05

STAR SHOPPING CENTRES PRIVATE LIMITED

31 March 2018 31 March 2017

The carrying amounts of trade receivables, trade payables, capital payables andcash and cash equivalents are considered to be the same as their fair values.

Security deposits were calculated based on cash flows discounted using alending/deposit rate. They are classified as level 3 fair values in the fair valuehierarchy due to the inclusion of unobservable inputs including counterparty creditrisk.

141

NOTES FORMING PART OF THE FINANCIAL STATEMENTS(All amounts in INR, unless otherwise stated)

Note 21: Financial Risk Management Objectives and Policies

The company is exposed commodity price risk, credit risk and liquidity risk.The Company’s senior management oversees the management of these risks.The Board of Directors reviews and agrees policies for managing each of these risks which are summarized below:

Commodity Price Risk

Credit Risk

Trade Receivables

Cash DepositsCredit risk from balances with banks are managed by maintaining the balances with highly reputed commercial banks only.

Liquidity RiskThe Company monitors its risk to a shortage of funds on a regular basis through cash forecast.

Note 22: Capital Management

Note 23: Segment information

For the purposes of the Company’s capital management, capital includes issued capital, security premium and all other equity reserves attributable tothe equity holders of the company. The primary objective of the company’s capital management is to maximize the shareholder value. The Companymanages its capital structure and makes adjustments in light of changes in economic condition and the requirements of the financial covenants. Tomaintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue newshares.

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM) as definedby Ind AS 108, “Operating segment”.

The Company is primarily engaged in the activity of mall management business and considers it to be a single reportable business segment in terms ofInd AS 108 “Operating Segments”. The operations of the Company are within the geographical territory of India which is considered as a singlegeographical segment.

The chief operating decision maker, consists of the chief executive officer, the chief financial officer and the manager for corporate planning.

STAR SHOPPING CENTRES PRIVATE LIMITED

The Company’s principal financial liabilities comprise trade and other payables. The main purpose of these financial liabilities is to finance theCompany’s operations. The Company’s principal financial assets comprise trade and other receivables, and cash that arrive directly from its operations.

The Company is affected by the volatility of certain commodities. Its operating activities require the ongoing purchase of stock & supplies andtherefore require a continuous supply of the same.

The Company manages this risk by purchasing stock and supplies from the supplier identified by the management and the Company has long termrelation with the supplier.

The Company is exposed to credit risk from its operating activities (primarily for trade receivables) and from its financing activities, including depositswith banks and financial institutions.

Customer credit risk is managed by the Company’s established policy, procedures and control relating to customer credit risk management. Creditquality of the customer is assessed and individual limits are defined in accordance with this assessment. Outstanding customer receivables areregularly monitored.

142

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NOTES FORMING PART OF THE FINANCIAL STATEMENTS(All amounts in INR, unless otherwise stated)Note 25: Contingent liabilities and contingent assets(a) Contingent liabilitiesThe group had contingent liabilities at 31 March 2018 in respect of:

(i) Claims against the group not acknowledged as debts31 March 2018 31 March 2017

a) Bank Guarantees given on behalf of the Company for variousparties

(ii) The disputed demands for taxes and other matters amounts as of the reporting period ends are respectively as follows:31 March 2018 31 March 2017

Service tax

(Note : The Company has reversed the credit of Rs.Nil and paid Rs. Nil under protest against the demand)

Note 26: CommitmentsCapital commitments

Note 27: Event occurring after the reporting period

Note 28: Earnings per share31 March 2018 31 March 2017

(a) Basic and diluted earnings per shareProfit attributable to the equity holders of the company 100,24,152 33,11,073Total basic earnings per share attributable to the equity holders ofthe company 400.97 132.44

(b) Weighted average number of shares used as the denominator31 March 2018No. of shares

31 March 2017No. of shares

Weighted average number of equity shares used as thedenominator in calculating basic and diluted earnings per share 25,000 25,000

Note: 29: Minimum Alternate Tax (MAT)

STAR SHOPPING CENTRES PRIVATE LIMITED

Capital expenditure has not contracted for at the end of the reporting period and not recognised as liabilities is Rs. Nil (31 March 2017: Rs. Nil)

There is no any event occurring after the reporting period for adjustment and disclosure purpose.

The company has during the year, provided the current year tax liability of Rs. 21.42/ (previous year Rs. 9.24/ ) calculated in accordance with the provisions ofthe Income Tax Act, 1961. The MAT Credit entitlement in respect of MAT liability for the current and earlier year has been assessed/ re assessed as at march31, 2018 and is disclosed under 'other current assets'.

Note: 30: The balances of payables and receivables appearing in the balance sheet are subject to balance confirmation/ reconciliation at the year end. Themanagement is in the process of obtaining the respective confirmations in the due course. However, the reconciliation of these balances is not expected toresult in any material adjustments in the stated balances.

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Note: 31: Mergers & Acquisitions

The accompanying notes form an integral part of the financial statements.

As per our report of even date attached For and on behalf of the BoardFor Shambhu Gupta & Co.Chartered Accountants S/d S/dFirm Reg No : 007234C PRAMOD ARORA VIJAI SINGH DUGAR

Director Director02559344 06463399

Rajkumar KhatodPartnerMembership No: 133612 S/d

Sanjeev ManchandaPlace : Mumbai Chief Finance OfficerDate : 21 05 2018

The Board of Directors (“the Board”) of the Company at its meeting held on February 19, 2018, approved the Scheme of Merger by absorption of StarShopping Centres Private Limited (“Transferor Company”), by Future Market Networks Limited (“Transferee Company”) and their respective members andcreditors pursuant to Sections 230 to 232, other relevant provisions of the Companies Act, 2013.

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Annexure 11

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Future Market Networks Limited CIN: L45400MH2008PLC179914

Registered Offi ce: Knowledge House, Opp Shyam Nagar, Jogeshwari – Vikhroli Link Road, Jogeshwari East, Mumbai – 400060, Maharashtra, India Tel. No.: 022 – 6199 5237 � Fax No.: 022 – 6199 5054

Email Id: info.fmnl@futuregroup.in � Website: www.fmn.co.in

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH

COMPANY SCHEME APPLICATION No. 237 of 2018

In the matter of Companies Act, 2013;

And

In the matter of the Scheme of Merger by Absorption of Star Shopping Centres Private Limited (referred to as the ‘Transferor Company’) by Future Market Networks Limited (referred to as the ‘Transferee Company’) and their respective shareholders

And

In the matter of Sections 230 to Section 232 read with Section 52 and Section 66 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013.

Future Market Networks Limited, a listed company incorporated under the provisions of the Companies Act, 1956 having CIN L45400MH2008PLC179914 and its registered offi ce at Knowledge House, Opp Shyam Nagar, Jogeshwari – Vikhroli Link Road, Jogeshwari East, Mumbai – 400060, Maharashtra.

)))))) …. APPLICANT COMPANY

MEETING OF THE EQUITY SHAREHOLDERS OF THE APPLICANT COMPANYFORM OF PROXY

[As per Form MGT -11 and Pursuant to Section 105 (6) of the Companies Act, 2013 and Rule 19 (3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member(s)Registered Address

No. of Shares HeldFolio No. / DP ID & Client ID*Joint Holder(s)E-mail Id

* Applicable in case shares are held in electronic form.

I/ We being the member(s) and holding _____________shares of the above named Applicant Company hereby appoint:

1. Name:________________________________________________________________________________________________________Address: ______________________________________________________________________________________________________E-mail Id: _____________________________________________________ Signature: _______________________or failing him / her;

2. Name:________________________________________________________________________________________________________Address: ______________________________________________________________________________________________________E-mail Id: _____________________________________________________ Signature: _______________________or failing him / her;

3. Name:________________________________________________________________________________________________________Address: ______________________________________________________________________________________________________E-mail Id: _____________________________________________________ Signature: _______________________or failing him / her;

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as my / our proxy, to act for me / us at the meeting of the Equity Shareholders of the Applicant Company to be held at Sunville Banquets 9, Dr. Annie Besant Road, Worli, Mumbai – 400018 on Wednesday, September 19, 2018 at 1.00 P.M. IST for the purpose of considering and, if thought fi t, modifi cations(s), the arrangement embodied in the Scheme of Merger by Absorption of Star Shopping Centres Private Limited by Future Market Networks Limited and their respective shareholders (“the Scheme”) and at such meeting and at any adjournment or adjournments thereof, to vote, for me / us and in my / our name(s).S. No. Particulars Optional

1 Approval of Scheme of Merger by Absorption of Star Shopping Centres Private Limited (“Transferor Company” or “SSCPL”) by Future Market Networks Limited (“Transferee Company” or FMNL) and their respective shareholders.

Signed this ……………...... day of …………….. 2018.

Signature of shareholder(s):______________________________

Affi x Revenue Stamp of

Re.1.

Signature of Proxy holder(s):_____________________________

Note(s)1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and

such proxy need not be a member of the Company.

2. The Form of Proxy must be deposited at the registered offi ce of the Company at Knowledge House, Opp Shyam Nagar, Jogeshwari – Vikhroli Link Road, Jogeshwari East, Mumbai – 400060, Maharashtra not less than 48 (Forty Eight) hours prior to the commencement of the aforesaidmeeting. A person can act as proxy on behalf of shareholders not exceeding fi fty (50) and/or holding in aggregate not more than10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by shareholder(s)holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as proxy forany other person or shareholder.

3. All alterations made in the Form of Proxy should be initialed.

4. In case multiple proxies are received not less than 48 (Forty Eight) hours before the time of holding the aforesaid meeting, the proxy received later in time shall be accepted.

5. A person who is a minor cannot be appointed as proxy.

6. It is optional to put a ‘X’ in the appropriate column against the resolution indicated in the box. If you leave the ‘For’ or ‘Against’ column blank, your proxy will be entitled to vote in the manner as he/she thinks appropriate.

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Future Market Networks Limited CIN: L45400MH2008PLC179914

Registered Offi ce: Knowledge House, Opp Shyam Nagar, Jogeshwari – Vikhroli Link Road, Jogeshwari East, Mumbai – 400060, Maharashtra, India Tel. No.: 022 – 6199 5237 � Fax No.: 022 – 6199 5054

Email Id: info.fmnl@futuregroup.in � Website: www.fmn.co.in

EQUITY SHAREHOLDERS WHICH INCLUDES PUBLIC SHAREHOLDERS

ATTENDANCE SLIPPLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND OVER AT THE ENTRANCE OF THE MEETING HALL

MEETING OF THE EQUITY SHAREHOLDERS ON WEDNESDAY, SEPTEMBER 19, 2018 AT 1.00 P.M. IST I / We record my / our presence at the meeting of the Equity Shareholders of Future Market Networks Limited, the Applicant Company, convened under the directions of National Company Law Tribunal, Mumbai Bench pursuant to the order dated August 3, 2018 passed in Company Scheme Application No. 237 of 2018, held at Sunville Banquets 9, Dr. Annie Besant Road, Worli, Mumbai – 400018 on Wednesday, September 19, 2018 at 1.00 P.M. IST

Registered Folio No. / Client ID & DP ID No. :

Name and address of the Shareholder :

Joint Holders, if any :

No. of shares :

Name of the Proxy, if any :

__________________________________________________Signature of the Member / Joint Member(s) / Proxy

Notes:1. The Shareholder, Proxy holder or the Authorized Representative attending this meeting must bring this attendance slip to the

meeting and hand over at the entrance duly fi lled and signed for admission to the meeting hall.2. The Shareholder, Proxy holder or the Authorized Representative are requested to bring their copy of notice for reference at

the meeting.3. The authorized representative of a body corporate which is a shareholder of the Applicant Company must bring a certifi ed true

copy of the resolution of the board of directors or other governing body of the body corporate authorizing such representative to attend and vote at the said meeting.

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Route Map to the venue of Tribunal Convened Meeting